Orders on demand
If not otherwise agreed, orders for goods on demand must be received within 6 months at the latest once the period of time agreed upon in the contract has lapsed, without the need on our part to issue a reminder or formal notice. Once this period of time has expired, we are entitled at any time to either invoice the goods or cancel the order, at our option.
1. Preamble, Definitions
1.1 In the absence of any other agreements the following conditions apply to all present and future business connections between Petri + Lehr GmbH and their customers.
1.2 General terms and conditions of business of the customer which deviate from, oppose or complement ours, even if known, do not become part of the contract, unless their validity has been accepted in writing.
1.3 Consumers, according to the terms of business, are natural persons with whom a business connection is entered into without having attributed to them a commercial or independent professional activity.
1.4 Contractors, according to the terms of business, are natural or legal persons or partnerships with legal status with whom a business connection is entered into, who carry out a commercial or independent professional activity for the purposes of public law and with special authority for the purposes of public law.
1.5 Customers, according to the terms of business, are consumers as well as contractors.
2. Offer, Contract Conclusion
2.1 Our offers without time limits are always made without obligation. These represent a request to the customer to submit on his part an offer to enter into a contract.
2.2 We reserve the right to ownership and copyright of any documents forwarded to the customer. They must not be made available to third parties without our prior written agreement.
2.3 Drawings, illustrations, measurements, weights and other performance data are only binding if this has been expressly agreed upon. Changes in construction or shape, deviations in colour shades as well as other changes made to the object to be supplied are reserved by right during the term prior to delivery, provided the object to be supplied is not altered considerably and the changes are deemed reasonable and acceptable to the customer.
2.4 Contracts come into being with our written confirmation of order or by carrying out the order.
2.5 Agreements, made verbally or by telephone with anyone other than one of our managers or an authorised signatory, are only binding on us if they have been confirmed in writing. In this respect the authority of our personnel is restricted.
3.1 Unless special arrangements are made, our prices are ex works excluding packing, transport and loading on the premises. Added to the prices is VAT at the legally required rate if the customer is a contractor. If the customer is a consumer, the prices quoted to him are understood to include the legally required VAT.
3.2 With contracts where a delivery time of more than four months has been agreed on we reserve the right to increase the price according to an increase in costs in the meantime, due especially to changes in tariffs or increased material costs. If the price increase is higher than 5%, the customer has the right to cancel the order.
If an estimate of costs is to be produced on behalf of the customer, any costs incurred in connection with this may be invoiced to the customer, whether or not an order is placed subsequently.
5. Delivery, Risk Transfer
5.1 When delivery is requested by the customer and if the customer is a contractor, the risk is transferred to the customer as soon as the goods are handed over to the haulage company, the freight contractor or other person or company entrusted with the delivery. This also applies to part deliveries or if we have taken on other commitments, such as delivery costs or transport to the premises.
5.2 If the delivery is delayed due to circumstances caused by the customer, the risk is transferred to the customer from the day the goods are ready for delivery; we are, however, obliged to arrange insurance requested by the customer, at his expense.
5.3 If no particular instructions from the customer exist, the choice of transport route and means is ours according to the best of our knowledge and experience, without liability, for the cheapest and quickest form of freight shipment.
6.Period of Delivery/Availability
6.1 If the time for delivery or availability of the goods has not been agreed upon expressly as binding, the stated periods are to be understood only as anticipated dates for delivery/availability and are therefore not obligatory. Fixed dates require our explicit written confirmation in order to be binding.
6.2 Withdrawal from the contract due to delay is based on the assumption that the customer has granted us a reasonable additional period of time, together with a warning of intended refusal.
6.3 We are entitled to deliver part of the order or the service required if this is deemed acceptable to the customer.
7. Circumstances beyond our control, Acts of God
7.1 In the case of circumstances arising which are beyond the parties’ control, such as strikes, lock-outs, war, lack of raw materials and energy, disruptions in production and traffic for which we cannot be held responsible, as well as any prohibitive decree by the highest authority, the contractual duties of the parties concerned are suspended for the duration of the disruption and the time taken by its after effects, even if this renders the execution of the business commitment in question uneconomical within the foreseeable future. This also applies if one of the above mentioned events affects any of our suppliers and there is no other possibility to obtain supplies or the alternative conditions are unacceptable.
7.2 If the resulting delay exceeds a period of six weeks, both parties to the contract are entitled to withdraw from their commitment to the extent of the effect on the performance of their obligations.
7.3 Claims for compensation from the customer are precluded in such cases.
8. Accepting Delivery and Delay thereof
8.1 If the customer does not accept the item purchased at the required time, we are entitled to grant him a reasonable additional period, after the lapse of which we may make other use of the object and supply the customer with a replacement within a reasonable period of time.
8.2 This does not affect our rights to withdraw from the contract or demand compensation following the granting of such an additional extension of time.
8.3 Within the framework of a claim for compensation we can demand, without proof, 10% of the agreed price minus VAT by way of compensation, unless it can be shown that no or substantially fewer losses were sustained. We reserve the right to make a claim for the actual cost in individual cases of exceptionally high losses instead of the fixed rate.
9.1 In the absence of any other agreements, payment in full is to be made at the date of the invoice, without any deductions, to one of our bank accounts mentioned. For money transfers from abroad all fees incurred are to be paid by the customer.
9.2 We only accept cheques or banker’s drafts after explicit agreement. Acceptance is dependent on clearance. We are to be reimbursed by the customer for any costs incurred by the cashing of cheques or submission of banker’s drafts. The crediting of cheques and drafts is conditional on their acceptance. The value is determined on the day we know they have been honoured and we have been advised of the actual amount credited to our account.
9.3 If the customer is in default, consumers will be charged 5% and contractors 8% above the basic rate of default interest p.a. We reserve the right to claim compensation if the loss is above this or if further losses occur.
9.4 If the customer is in default of one payment, all other debts become due immediately for settlement, without the need for any separate notification.
9.5 For deliveries or services rendered to customers abroad it is taken as expressly agreed that all costs incurred by legal proceedings made necessary for us due to default in payment are to be borne by the customer, including court and other fees, up to the limit of legally permissible fees.
9.6 The right to offset costs or withhold payment may only be exercised by the customer if his counter claims are legally confirmed and unchallenged.
9.7 We are entitled to transfer any credits due to us from deliveries and services as security for the purpose of obtaining finance.
10. Retention of Property Rights
10.1 Under the conditions of contracts with consumers the goods supplied remain our property until the purchase price is paid in full.
10.2 Under the conditions of contracts with contractors the goods supplied remain our property until the payment in full of all our demands against the customer.
10.3 The above points 10.1 and 10.2 also apply to accessories, spare parts or similar supplies which have been fitted during the course of repair work, servicing or conversions, unless they have become essential parts of the contract.
10.4 The customer is legally bound to inform us without delay of third parties acquiring goods supplied which are still subject to our property rights and to supply us with the information necessary or hand over documents needed to assert our rights.
10.5 As a means of securing our property rights, the customer relinquishes as from the time of placing an order all claims against his clients originating or still to originate from the sale or further processing of goods supplied by us or other legal claims, which result in the loss of our property rights, until the settlement in full of all outstanding amounts resulting from the business relationship, including all subsidiary rights within the extent of our part of the property rights to the sold or further processed goods. The customer is obliged to advise us forthwith of the acquisition by third parties of rights relinquished to us.
10.6 As long as he fulfils his obligations to us in an orderly manner, the customer is entitled to collect the claims relinquished to us. Upon request the customer is obliged to give the addresses of his clients and the amounts due to him, together with copy invoices. We are entitled to advise the client about the relinquished rights.
10.7 The contractor is entitled to sell on the goods in accordance with proper business procedure. If he fails to make his payments, he may no longer dispose of the goods supplied. The contractor transfers to us now all claims to the value of the invoice amount from any money due to him from the sale to third parties. We accept the transfer. After the transfer the contractor is entitled to collect the outstanding amount. We reserve the right to collect the amount ourselves if the contractor fails to honour his obligation to pay in the proper way or if he falls into arrears.
10.8 If the realizable value of the secured items exceeds the value of the outstanding amount to be secured by more than 20%, we are obliged upon request to release secured items of our choice to the value of the excess.
10.9 If the customer fails to make payments according to the conditions set out in the contract, we may withdraw from the contract and demand compensation without our other rights being affected.
11.1 The customer is obliged to inspect without delay deliveries received for any obvious or hidden defects.
11.2 Claims under warranty for obvious defects are only valid if they are submitted to us in writing within one week of receiving the delivery of goods. In the case of hidden defects, claims under warranty only stand if they have been communicated to us in writing within one week of being discovered.
11.3 For contractors the rules under the trade law apply in addition to this (§377 HGB, German Commercial Code).
11.4 Warranty claims from contractors for goods bought are barred by statute of limitations after 12 months from the date of delivery.
11.5 Warranty claims from our customers on work carried out on our premises (e.g. conversion, repairs) fall under the statute of limitations 12 months after collection ex works.
11.6 It does not count as a defect if a fault occurs, caused by the customer through damage, a wrong connection or incorrect use, or by damage through acts of God (e.g. lightning strike), or by damage due to excessive force on mechanical or electromechanical parts caused by improper use, or damage caused by dirt or unusual mechanical, chemical or atmospheric influences, as well as by the use of unsuitable fuels or lubricants.
11.7 Claims under warranty are not valid if repair work or alterations have been carried out by people other than ourselves or the supplier, unless the customer can prove that this is not the cause for the defect becoming apparent.
11.8 In case of a defect in an object purchased or in a product we shall, at our option, repair the defect or supply or produce a defect-free replacement. The customer is obliged to make the defective object available to us for examination and rectification.
11.9 In case of the rectification, supply or production of a replacement not being successful, or if this has not been carried out within a reasonable time or has been refused by us, the customer is entitled to declare his withdrawal from the contract after having set a time limit and given notification of a possible refusal, or he can lower the cost.
11.10 The above regulations do not apply to any warranty we give for rehabilitation aids supplied to the first user.
12.1 We are liable in case of intentional acts or gross negligence according to statutory regulations.
12.2 Liability for damage due to gross negligence of our employees in completing a job is limited to the type of damage which is foreseeable.
12.3 In case of simple negligence we are only liable if an essential contractual duty has been breached or injury caused to life, body and health.
12.4 This does not affect our responsibility under the product liability act.
13. Liability in case of changes in construction
Please note that in case of special manufacture stricter legal conditions apply. Changes to the construction of our articles carried out by the customer, or by a third party appointed by him, are only permissible if they comply with technical safety requirements and written consent has been obtained from our management beforehand. For this purpose a changed model, including a constructional drawing, must be submitted to us upon request. If changes in construction are made without the written consent by our management and damage is caused to third parties because of the changes for which we have to take responsibility externally, the customer is obliged to release us internally from any claims made by the third party.
14. The fitting of appliances in motorised vehicles
14.1 Vehicles left with us for the purpose of fitting an appliance must be in a perfect roadworthy and mechanically safe condition. An examination to that effect is not carried out by us. We are only responsible for the correct installation of the appliances.
14.2 Should it transpire due to the kind of physical impairment of the customer that the normal fitting of an appliance cannot be carried out, changes requested by the customer are carried out at the customer’s expense.
14.3 Before the vehicle leaves our works premises, it is submitted to a test drive. Following this the customer confirms on a certificate of transfer that the appliance has been fitted correctly and that the vehicle has been handed over in the proper way.
15. The use of personal data
Within the framework of legal requirements, especially those of the Federal Data Protection Law, we are entitled to store personal data and use it within the company.
16. Place of contractual fulfilment, jurisdiction, applicable law, severability
16.1 The place of contractual fulfilment is Dietzenbach if the customer is a businessman, a legal person for the purposes of public law or someone with special authority for the purposes of public law.
16.2 For all lawsuits resulting from contractual relations the competent court of jurisdiction is that for our place of business in Dietzenbach if the customer is a businessman, a legal person for the purposes of public law or someone with special authority for the purposes of public law. We are also entitled to sue at the customer’s registered place of business. For the rest, jurisdiction applies according to the guidelines laid down in the code of civil procedure (German ZPO).
16.3 Only the law of the Federal Republic of Germany applies, excluding the UN purchasing rights.
16.4 If for any reason individual provisions contained in the above terms and conditions of business should prove to be null and void or non-binding, the remainder of the clauses will not be affected in their validity and enforceability.