Terms of service
You will find the General Terms and Conditions on our homepage at: https://lenz-technology.com/agb
Part 1) Non-commercial terms and conditions
General terms and conditions of sale
(AGB)
of the LENZ Technology UG (haftungsbeschränkt),
HRB 16984, Gelsenkirchen Local Court
Status: 01.06.2022
Offer and conclusion of contract
The order signed by the purchaser is a binding offer. We can accept this offer within two weeks by sending an order confirmation or by sending the ordered goods within this period.
Documents provided
Documents - also in electronic form - such as calculations, drawings, etc., we reserve the right of ownership and copyright. These documents may not be made accessible to third parties unless we give the purchaser our express written consent. Insofar as we do not accept the orderer's offer within the period stipulated in item 1, these documents shall be returned to us without delay.
Prices and Payment
3.1 Our prices include value added tax and packaging costs. Delivery and shipping costs are not included in our prices.
3.2 Payment of the purchase price shall be made exclusively to the business account of LENZ Technology UG (haftungsbeschränkt). The deduction of a cash discount is only permissible with a special written agreement.
3.3 Unless otherwise agreed, the purchase price is payable within 14 days of the invoice date. Interest on arrears shall be charged at a rate of 5% above the respective base interest rate p.a.. We reserve the right to assert a higher damage caused by default. In the event that we assert a higher damage caused by default, the customer shall have the possibility to prove to us that the asserted damage caused by default was not incurred at all or at least in a significantly lower amount.
3.4 Unless otherwise agreed in writing, the payment term "payment in advance" shall apply to new customers and customers outside the Federal Republic of Germany.
3.5 Unless otherwise agreed in writing, we charge 50% of the order value "cash in advance" for an order quantity > 10 pieces.
Offsetting and rights of retention
The customer shall only be entitled to set-off if his claims have been legally established or are undisputed. The customer shall also be entitled to offset against our claims if he asserts notices of defects or counterclaims from the same purchase contract. The customer shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
Delivery time
5.1 Unless an expressly binding delivery date has been agreed, our delivery dates or delivery periods are exclusively non-binding information.
5.2 The commencement of the delivery period stated by us shall be subject to the timely and proper fulfillment of the Purchaser's obligations. We reserve the right to plead non-performance of the contract.
5.3 Two weeks after a non-binding delivery date/delivery period has been exceeded, the customer may request us in text form to deliver within a reasonable period. If we culpably fail to meet an express delivery date/period or if we are in default for any other reason, the customer must grant us a reasonable grace period to effect performance. If we allow the period of grace to expire fruitlessly, the customer shall be entitled to withdraw from the purchase contract.
5.4 If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us as a result, including any additional expenses. We reserve the right to assert further claims. For its part, the customer shall be entitled to prove that no damage at all or at least substantially less damage has been incurred in the amount demanded. The risk of accidental loss or accidental deterioration of the object of sale shall pass to the Purchaser at the point in time at which the Purchaser is in default of acceptance or debtor's delay.
5.5 Further statutory claims and rights of the Purchaser due to a delay in delivery shall remain unaffected.
6.
Retention of title
6.1 We retain title to the delivered item until full payment of all claims arising from the delivery contract.
6.2 As long as the ownership has not yet passed to him, the purchaser is obliged to treat the object of sale with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in text form if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
Warranty and notice of defects
7.1 Insofar as the information contained in our brochures, advertisements and other offer documents has not been expressly designated by us as binding, the illustrations or drawings contained therein shall only be approximate.
7.2 Insofar as the delivered item does not have the quality agreed between the purchaser and us or it is not suitable for the use stipulated in our contract or for the use in general or it does not have the properties which the purchaser could expect according to our public statements, we shall be obliged to provide subsequent performance. this shall not apply if we are entitled to refuse subsequent performance on the basis of the statutory provisions.
7.3 The customer shall initially have the choice as to whether the subsequent performance is to be effected by repair or replacement delivery. However, we shall be entitled to refuse the type of subsequent performance chosen by the customer if it is only possible at disproportionate cost and the other type of subsequent performance does not involve any significant disadvantages for the customer. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the purchaser shall be excluded. A subsequent improvement shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If the subsequent performance has failed or if we have refused the subsequent performance altogether, the customer may, at his discretion, demand a reduction of the purchase price or declare his withdrawal from the contract.
7.4 The Purchaser may only assert claims for damages under the following conditions on account of the defect if the subsequent performance has failed or we have refused subsequent performance. The right of the purchaser to assert further claims for damages under the following conditions shall remain unaffected.
7.5 Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty by the user.
7.6 Any further liability shall be excluded regardless of the legal nature of the asserted claim. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
7.7 The warranty period shall be 2 years, calculated from the transfer of risk. This period shall also apply to claims for compensation for consequential harm caused by a defect, insofar as no claims in tort are asserted.
Miscellaneous
8.1 This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
8.2 Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected.
Part 2) Commercial General Terms and Conditions
General Terms and Conditions of Sale
(AGB)
of the LENZ Technology UG (haftungsbeschränkt),
HRB 16984, Gelsenkirchen Local Court
Status: 01.06.2022
Scope of application
1.1 These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
1.2 These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as these are legal transactions of a related nature.
1.3 Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 of the German Civil Code (BGB), we may accept it within two weeks.
Documents provided
We reserve the property rights and copyrights to all documents handed over to the customer in connection with the placing of the order - also in electronic form - such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give our express written consent to do so. Insofar as we do not accept the orderer's offer within the period stipulated in Section 2, these documents shall be returned to us without delay.
Prices and payment
4.1 Unless otherwise agreed in writing, our prices are ex works including packaging and plus value added tax at the applicable rate. Delivery and shipping costs are not included in our prices.
4.2 Payment of the purchase price shall be made exclusively to the business account of LENZ Technology UG (haftungsbeschränkt). The deduction of a cash discount is only permissible with a special written agreement.
4.3 Unless otherwise agreed, the purchase price is payable within 14 days of the invoice date. Interest on arrears shall be charged at a rate of 8% above the respective prime rate p.a.. We reserve the right to claim higher damages for default.
4.4 Unless otherwise agreed in writing, new customers and customers outside the Federal Republic of Germany shall be subject to the payment condition "payment in advance".
4.5 Unless otherwise agreed in writing, we charge 50% of the order value "cash in advance" for an order quantity > 10 pieces.
Delivery time
5.1 The occurrence of a delay in delivery shall in any case require the written agreement of a binding delivery date, a written reminder of performance with the setting of a reasonable grace period by the Purchaser and the fruitless expiry of the grace period.
5.2 The commencement of the delivery period stated by us shall be subject to the timely and proper fulfillment of the Purchaser's obligations. We reserve the right to plead non-performance of the contract.
5.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
5.4 Further statutory claims and rights of the Purchaser due to a delay in delivery shall remain unaffected.
Retention of title
6.1 We reserve title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to reclaim the object of sale if the customer acts in breach of contract.
6.2 As long as the ownership has not yet passed to him, the customer shall be obliged to treat the object of sale with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of sale of high-value goods). If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
6.3 The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The Purchaser hereby assigns to us the claims against the customer arising from the resale of the Retained Goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
Warranty and notice of defects as well as recourse/manufacturer recourse
7.1 The Purchaser's warranty rights shall be subject to the condition that the Purchaser has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
7.2 Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty by the user.
7.3 If, despite all due care and attention, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
7.4 If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
7.5 There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear and of damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment or from particular external influences not assumed under the contract. If the Purchaser or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
7.6 Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's place of business, unless the transfer is in accordance with their intended use.
7.7 The Purchaser's right of recourse against us shall exist only to the extent that the Purchaser has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 5 shall apply mutatis mutandis to the scope of the Purchaser's right of recourse against the Supplier.
7.8 If the Purchaser is entitled to compensation for damage caused by delay, this shall be limited to a maximum of 5% of the agreed purchase price in the event of slight negligence on our part.
Data protection
8.1 We undertake to comply with the Federal Data Protection Act and other provisions of data protection law when processing personal data as necessary in the course of providing our services. Furthermore, we shall take the necessary technical and organizational measures for data security in accordance with the Federal Data Protection Act. Personal data of which the Customer or we become aware shall be processed by us or the Customer exclusively for the purpose of handling this contractual relationship and shall never be disclosed, sold or otherwise made available to third parties for purposes other than those mentioned above.
8.2 In accordance with the provisions of the Federal Data Protection Act, it is expressly pointed out that, in the performance of the respective order, names, addresses, telephone and fax numbers, e-mail addresses and payment details of the customer are stored on a data carrier for the purpose of automated data processing.
Other
9.1 This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
9.2 The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be our registered office, unless otherwise stated in the order confirmation.
9.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.