General Terms and Conditions of
LOGOSYS Logistik GmbH & Co KG for the sale of goods
The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the Buyer’s order or at least in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case. The General Terms and Conditions are also available on our homepage www.logosys.de
Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in any case, for example even if we make the delivery to the buyer without reservation in knowledge of the terms and conditions of the buyer.
Legally relevant declarations and notifications of the buyer with regard to the contract (e.g. setting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in cases of doubt as to the declarant’s legitimacy, remain unaffected.
These “General Terms and Conditions of LOGOSYS Logistik GmbH & Co KG for the Sale of Goods” (hereinafter “GTC”) apply to all our business relations with our customers (hereinafter “Buyer”) who have as their object a sale of goods. The GTC only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
2. Conclusion of a contract
Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – to which we reserve ownership rights and copyrights.
The order of the goods by the buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days of its receipt by us.
Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
3. Prices and conditions
Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value-added tax. For the purchase by delivery to destination, section 5.1, the buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.
The purchase price is due and payable within 30 days of invoicing and delivery or acceptance of the goods. However, even in the context of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against prepayment. We declare a corresponding reservation at the latest with the order confirmation.
The buyer shall be in default upon expiry of the above payment period. The purchase price shall bear interest at the statutory default interest rate applicable at the time of the default. We reserve the right to claim further damage caused by default. Our claim to the commercial due date interest (§ 353 HGB) remains unaffected vis-à-vis merchants.
If we make the goods available in reusable transport containers, reusable coolers and other returnable packaging, these remain our property. They are to be treated with care and returned immediately at one’s own expense. Such packaging and transport containers may be invoiced. If the goods are returned in good, usable condition within 4 weeks, however, the same amount will be credited. For damaged or late returned packaging material, only the value determined on receipt will be refunded.
5. Delivery, delivery periods, transfer of risk
Delivery is always ex warehouse, where the place of performance for the delivery and any subsequent performance is also the place of performance. At the request and expense of the buyer, the goods will be shipped to another place of destination (sale by delivery to destination). Unless otherwise agreed, we are entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves.
The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. However, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarder, the carrier or any other person or institution designated to carry out the shipment upon delivery of the goods. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. Delivery or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.
If the buyer defaults in acceptance, fails to cooperate or delays our delivery for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).
Delivery periods are agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period is approx. 3 days from conclusion of contract.
If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this without delay and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already rendered by the buyer. In the event of non-availability of the service in this sense, the non-timely self-supply by our supplier shall in particular be deemed to have occurred if we have concluded a congruent hedging transaction, if we or our supplier are neither at fault or if we are not obliged to procure the goods in an individual case.
The occurrence of our delay in delivery is determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required.
The rights of the buyer according to clause 7 of these GTC and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
6. Claims for defects of the buyer
The buyer’s rights in the event of material defects and defects of title (including incorrect and short deliveries as well as improper assembly or defective assembly instructions) shall be governed by the statutory provisions, unless otherwise specified below. In all cases, the statutory special regulations remain unaffected when the goods are delivered to a consumer (supplier recourse according to §§ 478, 479 BGB).
The basis of our liability for defects is above all the agreement made on the quality of the goods. All product descriptions which are the subject matter of the individual contract or which have been made public by us (in particular in catalogues or on our Internet homepage) are regarded as an agreement on the quality of the goods.
Insofar as the quality has not been agreed, it is to be assessed according to the legal regulation whether a defect exists or not (§ 434 Paragraph 1 Sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
The buyer’s claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect appears during delivery, inspection or at any later point in time, this must be reported to us immediately in writing. In any case, obvious defects must be reported in writing within 10 working days of delivery and defects not visible during the inspection within the same period of time after discovery. If the buyer fails to carry out a proper inspection and/or report a defect, our liability for the defect not or not in time or not properly reported shall be excluded in accordance with the statutory provisions.
If the delivered item is defective, we can first choose whether we perform subsequent performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a proportionate part of the purchase price in relation to the defect.
The buyer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained of for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions. The subsequent performance does not include the removal of the defective item nor the re-installation if we were not originally obliged to install it.
The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs (not: removal and installation costs), we shall bear if there is actually a defect. Otherwise we can demand reimbursement from the buyer for the costs arising from the unjustified request to remedy the defect (in particular testing and transport costs), unless the lack of defectiveness was not apparent to the buyer.
In urgent cases, e.g. when operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand compensation from us for the expenses objectively required for this. We must be informed immediately, if possible in advance, of such a self-execution. The right of self-performance does not exist if we would be entitled to refuse subsequent performance in accordance with the statutory provisions.
If the subsequent performance has failed or a reasonable period to be set by the buyer for the subsequent performance has expired without success or is dispensable according to the statutory provisions, the buyer can withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
Claims of the buyer for damages or reimbursement of wasted expenses shall only exist even in the case of defects in accordance with Clause 7 and are otherwise excluded.
7. Other liability
Unless otherwise stipulated in these GTC, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
We shall be liable for damages – on whatever legal grounds – within the scope of liability for intent and gross negligence. In the event of simple negligence, we shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for diligence in our own affairs).
a) for damages resulting from injury to life, body or health,
b) for damages resulting from a not insignificant breach of a material contractual obligation (obligation the fulfillment of which is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
The limitations of liability resulting from Section 7.2 shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for in accordance with statutory provisions. They do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.
8.Statute of limitation
Notwithstanding § 438 Paragraph 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
However, if the goods are a building or an item which has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period in accordance with the statutory regulation is 5 years from delivery (§ 438 Paragraph 1 No. 2 BGB). Further special statutory provisions on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 479 BGB) remain unaffected.
The foregoing limitation periods of the law of sale shall also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages on the part of the buyer pursuant to Section 7.2 sentence 1 and sentence 2(a) as well as under the Product Liability Act shall, however, become statute-barred exclusively after the statutory limitation periods.
Retention of title
We reserve title to the sold goods until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.
The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application for the opening of insolvency proceedings is filed or if the goods belonging to us are seized by third parties (e.g. seizures).
If the buyer acts in breach of contract, in particular if the purchase price due is not paid, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for surrender does not also include the declaration of withdrawal; we are rather entitled to merely demand the surrender of the goods and to reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or such a deadline is not required by law.
Until revoked (Section 9.4.3), the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
The retention of title extends to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we are considered the manufacturer. If the property rights of third parties remain in force in the event of processing, mixing or combination with goods, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.
The buyer hereby assigns to us as security all claims against third parties arising from the resale of the goods or the product, or in the amount of our possible co-ownership share in accordance with Section 9.4.1 above. We accept the assignment. The obligations of the buyer mentioned in clause 9.2 shall also apply in consideration of the assigned claims.
The buyer remains authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer fulfills his payment obligations to us, there is no defect in his performance and we do not assert the retention of title by exercising a right pursuant to Section 9.3. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer’s authority to further sell and process the goods subject to retention of title.
If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer’s request.
The buyer must carefully store the goods owned or co-owned by us and insure them adequately at his own expense, as well as provide us with proof of the conclusion of the insurance upon request.
Set-off and retention
o The buyer is only entitled to set-off or retention rights insofar as his claim is legally established or undisputed. In the event of defects in the delivery, the buyer’s counter-rights, in particular in accordance with Section 6.6 sentence 2 of these GTC, shall remain unaffected.
11. Applicable law and place of jurisdiction
These GTC and the contractual relationship between us and the buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Darmstadt. Priority statutory provisions, in particular regarding exclusive responsibilities, remain unaffected.