General Terms and Conditions
A. General
§ 1 Contract Closure
Orders received by LIQUIDYN will become binding when and as confirmed by LIQUIDYN. Obligations will be performed exclusively according to the confirmation and according to the following terms and conditions. Contrary or deviating terms and conditions of the party of contract (“Partner”) are herewith rejected explicitly.
§ 2 None-Availability Proviso
In case that the agreed delivery cannot be achieved due to none-availability, LIQUDYN reserves the right to withdraw from the contract. In this case LIQUIDYN is obligated to inform its Partner immediately and to promptly return any advance payments or any other contributions to date.
§ 3 Delivery and Time Scale
As far as the contractual obligations comprise the delivery of a product, delivery “out of factory” is regarded as agreed. The product will be delivered to the residential address of the Partner, but on demand of the Partner LIQUIDYN will deliver the product to any desired delivery address. In case a delivery period is agreed, it will begin after all contractually relevant technical questions have been resolved between the parties. This of course requires the collaboration of the Partner.
§ 4 Conditions of Payment
All prices, including costs for packaging, are prices “out of factory”. Costs for delivery are to be carried by the Partner. The contractually agreed price is due without any deductions immediately after delivery. All given prices are net-prices unless stated otherwise. If the Partner is in arrear with payments, partly or completely, LIQUIDYN is entitled to collect interest for the indebted amount at an interest rate 5% above the basic rate of interest. Additionally LIQUIDYN may claim damages in case of a higher loss for the indebted amount. Any right of redemption by the Partner will solely be accepted in case of an existing title or if it has been accepted by LIQUIDYN. The Partner is just authorised to withhold payments in case that the reason for the counter-claim lays within the same contract.
§ 5 Obligations for Cooperation by the Party of Contract
In case of any change to the Partners name, legal status, billing address, location of the head office, bank details and basic changes of the financial situation (especially in connection with any insolvency proceedings) or any other relevant information, the Partner is obliged to immediately inform LIQUIDYN in writing about these changes. This also covers changes of the Partners representatives and employers that are essential to the relationship. Without any particular request from LIQUIDYN, the Partner is obliged to inform LIQUIDYN of any information that is necessary for the delivery and/or for the configuration of the delivery.
§ 6 Payments
Any given or agreed price solely covers obligations as confirmed by LIQUIDYN.
Any additional service/delivery required by the Partner will be charged separately, in particular:
- servicing and installation activities performed by LIQUIDYN
- diagnosis and elimination of disturbances respectively faults in service, which occurred due to improper treatment or other circumstances, for which LIQUIDYN cannot be made responsible
- adaptation requests by the Partner, which have not been subject of the confirmation/contract
- consultations and support
Payments for these activities are due immediately after the requested additional support has been performed by LIQUIDYN and the invoice has been delivered.
§ 7 Guaranteed Quality
Guaranteed qualities and warranted characteristics, given by LIQUIDYN, are solely valid under the condition of appropriate use of the product. Appropriate use does explicitly exclude the use under extreme conditions and/or the use of exceptional media (for example use of abrasive media, which will lead to faster wear, or use in exceptional environment) unless agreed between the parties in writing.
§ 8 Confidentiality
If a Confidentiality Agreement has been signed prior to Contract Closure, it will stay valid for the duration of the contract and above if agreed in the Confidentiality Agreement.
If there is no agreement in place, the following shall apply:
The Partner is obliged during the contract period and for a period of two years after termination or expiry of the contract to treat all information received from LIQUIDYN and concerning any product sold by LIQUIDYN or the technical knowledge that stands behind it as confidential. No disclosure of confidential information shall be allowed directly or indirectly to any third party. Third parties also include other companies, licensees or customers, which may somehow have access to this information. Furthermore the Partner is allowed to use any information received by LIQUIDYN only within the context of the contract.
§ 9 Concluding Conditions
Unless agreed differently in writing, LIQUIDYN Head Office will be the place of fulfilment. Any additional amendments or changes to the contract are only valid if confirmed by LIQUIDYN in writing. This includes any guaranteed quality.In case any of the preceding terms and conditions are excluded in the contract or should be void, be it in whole or in part, the remaining parts of the terms and conditions shall still be effective. Any applicable laws and regulations apply additionally. In case where the Partner is an enterprise, Munich is the place of jurisdiction, however LIQUIDYN is also entitled to take up proceedings at the domicile of the Partner or the location of its headquarters. For any contract LIQUIDYN has closed, the laws of the Federal Republic of Germany are applicable, UN business laws are in particular excluded.Important: In case of any conflict of interpretation of this translation of the terms and conditions and the original German terms and conditions (AGBs), the German terms and conditions prevail.
B. Terms and Conditions for Sales
§ 1 Guarantee
Existing faults or deficiencies of the product detected after delivery must be documented and reported to LIQUIDYN immediately. Guarantee claims concerning any deficiencies expire if the claim has not been filed with LIQUIDYN within one week after receipt of the product. In the case there is a fault or deficiency of the delivered product, LIQUIDYN has the choice to eliminate the faulty condition by either repair or replacement. In the case of repair, LIQUIDYN is obliged to carry all costs for transport, work and materials in so far, as these costs are not increased, because the product has been moved to a different location from the delivery address as agreed in the contract. If repair or replacement has not eliminated the faulty condition satisfactorily, the Partner has the choice to withdrawal from the contract or ask for a reduction of the purchasing price.
Guarantee claims expire after a period of twelve months from date of delivery. In the case of a substitute delivery the period of expiration remains unaffected according to §§ 478 and 479 Bürgerliches Gesetzbuch (BGB). Any guarantee claims become invalid in the case any seal attached by LIQUIDYN prior to delivery, has been broken. The Partner has, before announcing any claims for guarantee, to deliver proof, that the seals are still intact.
§ 2 Liability
The liability of LIQUIDYN is restricted to gross negligence and intention, including for the behaviour of any representatives and/or employee. As far as LIQUIDYN has not breached by intentional violation of the contract, the liability is limited to the typically to expect loss that may occur. Additionally LIQUIDYN´s liability will follow any applicable laws and regulations.
§ 3 Reservation of Proprietary Rights / Retention of Title
LIQUIDYN remains proprietor of the product until all obligations by the Partner have been fulfilled. Up to this point, especially until full payment, the Partner is obliged to treat the product carefully.
The Partner has the right to sell the product in an ordinary business act. In this case however, the Partner already assigns all claims, which result out of this sale to his customers or a third party, to LIQUIDYN up to the amount of any outstanding payments according to the invoice inclusive VAT. In the case of resale of the product, the reservation of title extends to the purchase price. This is independent to the fact that the sale might have occurred after modifications have been carried out. The Partner remains authorized to collect payments after the assignment. The Partner shall disclose to LIQUIDYN the assigned claims and its debtors and to provide all information necessary to possibly file a claim. LIQUIDYN´s authorisation to collect payments remains unchanged, however LIQUIDYN assures not to collect any payments as long as the Partner meets all obligations of the contract towards LIQUIDYN. In case of any breach by the Partner (e.g. late payment), LIQUIDYN can demand that the Partner shall inform the debtor (third party) about the assignment and hand over to LIQUIDYN any relevant documents.
Processing or modifying the product by the Partner occurs always in the name of LIQUIDYN. When in the course of processing, the product becomes part of equipment not owned by LIQUIDYN, LIQUIDYN acquires a share of ownership of the new product in the ratio of the value (invoice plus VAT) which the product had to the other parts prior to processing. When the integration of the product occurs in a way that the new product into which it has been integrated must be considered as the main product of the Partner, then the Partner shall transfer a relevant share of ownership onto LIQUIDYN. The Partner acts as custodian over the so developed co-ownership for LIQUIDYN.
In the case of seizure or other intervention by a third party, the Partner has to inform LIQUIDYN immediately, to enable LIQUIDYN to file a law suit according § 771 Zivil Prozeß Ordnung (ZPO). The Partner has to hold LIQUIDYN free and harmless of any legal costs connected therewith, unless Liquidyn can recover the costs from the third party.
C. Terms and Conditions for Leasing
§ 1 Sealing
Prior to delivery all products will be sealed by LIQUIDYN.
The Partner is under no circumstances allowed to break any seal and/or open the product besides as agreed in writing under the contract for maintenance reasons. In case LIQUIDYN detects that a seal has been broken while under the custody and/or liability of the Partner (including transport), the Partner shall be obliged to pay a penalty for each broken seal of 5.000,00 € for breach of contract. This penalty is immediately due. On return of the product, it is the responsibility of the Partner to deliver proof that all seals are still intact. LIQUIDYN will respond promptly by confirming this status in written form.
§ 2 Return of Equipment
1. The Partner shall return the leased product on the contractually agreed date to LIQUIDYN. For each day of delay in the return of the leased equipment, LIQUIDYN will charge an amount of 200,00 €.
2. The leased product shall be returned to the Head Office of LIQUIDYN. Transportation is the responsibility of the Partner and shall cover risk of damage, including in particular the breaking of seals.
