General Terms and Conditions of Business and Sale of Andreas Laubner GmbH
§ 1 General
(1) The following terms and conditions of sale and delivery shall apply exclusively to all deliveries and other services; they shall only apply to merchants within the meaning of § 24 of the AGB Act.
(2) The presentation of products and services in the online shop does not constitute an offer in the legal sense. By placing an order, the customer makes an offer to conclude a contract. Contracts are concluded with our order confirmation, which we send to the customer by the customary means of dispatch (e.g. by e-mail, fax, letter).
(3) The content of the contract is based solely on the order confirmation in text form. If the order confirmation deviates from the order, the customer shall be deemed to have accepted the order if he does not immediately object.
(4) Deviating terms and conditions of the purchaser which are not expressly acknowledged by Andreas Laubner GmbH shall not be binding, even if Andreas Laubner GmbH does not expressly object to them.
(5) The inclusion and interpretation of these terms and conditions of sale and delivery, as well as the conclusion and interpretation of legal transactions with the buyer itself, shall be governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods and the UN Sales Convention is excluded.
(6) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obliged, within the framework of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic success, provided that this does not result in any significant change to the content of the contract; the same shall apply if a matter requiring regulation has not been expressly regulated.
(7) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, shall be the registered office of Andreas Laubner GmbH.
(8) The place of jurisdiction shall be the place of jurisdiction responsible for Andreas Laubner GmbH. Andreas Laubner GmbH shall also be entitled to bring an action before a court which is competent for the registered office or a branch of the purchaser.
§ 2 Offers, scope of services and conclusion of contract
(1) Contractual offers by Andreas Laubner GmbH are subject to confirmation.
(2) The order confirmation of Andreas Laubner GmbH shall be exclusively authoritative for the scope of the contractually owed performance.
(3) Andreas Laubner GmbH reserves the right to make changes to the design, the choice of materials, the specification and the type of construction even after sending an order confirmation, provided that these changes do not contradict either the order confirmation or the purchaser's specification. The purchaser shall furthermore agree to any further proposed changes by Andreas Laubner GmbH, insofar as these are reasonable for the purchaser.
(4) Partial deliveries are permissible.
(5) The documents on which the offer or the order confirmation is based, such as illustrations, drawings, dimensions and weights, are generally only to be understood as approximate values, unless they are expressly designated as binding.
(6) As a precautionary measure, we point out that we do not conclude any consumer contracts within the meaning of the law and that there is therefore no right of revocation with regard to the contracts concluded with us.
§ 3 Prices and terms of payment
(1) Prices are ex works excluding packaging and other shipping and transport charges. The packaging shall be charged at cost price and shall only be taken back if Andreas Laubner GmbH is obliged to do so by virtue of mandatory statutory regulations.
(2) If Andreas Laubner GmbH takes into account the purchaser's requests for changes, the resulting additional costs shall be charged to the purchaser.
(3) In the event that the payment deadline is culpably exceeded, interest shall be charged at a rate of 2% above the applicable discount rate of the Deutsche Bundesbank, subject to the assertion of further claims.
§ 4 Offsetting and retention
Offsetting and retention are excluded unless the offsetting claim is undisputed or has been legally established.
§ 5 Delivery period
The specification of a delivery date shall be made according to our best judgement and shall be extended appropriately if the buyer delays or omits necessary or agreed cooperative actions. The same shall apply in the event of measures
The same shall apply in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of unforeseen obstacles which are beyond the control of Andreas Laubner GmbH, e.g. delayed delivery by a sub-supplier, traffic and operational disruptions, shortage of materials or energy, etc. The purchaser shall also be responsible for any changes to the delivery date initiated by the purchaser. Changes to the delivered goods initiated by the buyer shall also lead to a reasonable extension of the delivery period.
§ 6 Transfer of risk
The risk shall pass to the buyer as soon as Andreas Laubner GmbH has placed the goods at the buyer's disposal and has notified the buyer thereof.
§ 7 Retention of Title
(1) Andreas Laubner GmbH shall retain title to the delivered goods until payment has been made in full. The retention of title shall also apply until all claims, including future and conditional claims, arising from the business relationship between the buyer and Andreas Laubner GmbH have been fulfilled.
(2) The buyer is not authorised to transfer ownership by way of security or to pledge the goods, but is entitled to further sale of the goods subject to retention of title in the orderly course of business. The purchaser hereby assigns the resulting claims against its business partners to Andreas Laubner GmbH, which hereby already accepts the assignment.
(3) If the goods are treated or processed by the purchaser, the reservation of title shall also extend to the entire new item. The buyer shall acquire co-ownership to the fraction which corresponds to the ratio of the value of his goods to that of the goods delivered by Andreas Laubner GmbH.
(4) If the value of all securities existing for Andreas Laubner GmbH exceeds the existing claims by more than 10 % on a sustained basis, Andreas Laubner GmbH shall release securities at the request of the purchaser at the discretion of Andreas Laubner GmbH.
(5) Andreas Laubner GmbH shall be entitled to assert the rights of retention of title without withdrawing from the contract.
§ 8 Warranty
(1) If the purchase is a commercial transaction for both parties, the buyer shall inspect the goods immediately upon receipt, insofar as this is feasible in the ordinary course of business, and, if a defect becomes apparent, notify Andreas Laubner GmbH immediately.
If the buyer fails to make this notification, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. In all other respects, §§ 377 ff. HGB SHALL APPLY.
(2) The warranty claims shall be limited to rectification or replacement delivery at the discretion of Andreas Laubner GmbH. In the event of failure of the rectification or replacement delivery, the purchaser shall have the right to demand, at its discretion, a reduction of the remuneration or cancellation of the contract.
(3) Further claims of the buyer, in particular due to consequential damages, insofar as these do not result from the absence of warranted characteristics, are excluded.
§ 9 Liability
Claims for damages by the buyer are excluded. This shall not apply in the event of intent, gross negligence and breach of material contractual obligations by Andreas Laubner GmbH or the absence of properties warranted in writing.
§ 10 Ancillary Agreements, Effectiveness
(1) Verbal agreements shall not be valid. This also applies to the agreement to waive the written form.
(2) Should the above terms and conditions be or become partially invalid or contain a loophole, both the contract and the remaining terms and conditions shall remain valid.
(3) Invalid or missing provisions shall be replaced without further ado by a provision which, within the scope of what is legally customary, comes closest to the economic purpose of the intended provision.
(4) The law of the Federal Republic of Germany shall apply exclusively.