Terms of Service
1.1 These General Terms and Conditions of Service (GTC) apply to all deliveries, services and offers of Lange PSV GmbH & Co. KG, Selliendorfer Str. 1, 32457 Porta Westfalica, Germany. They form an integral part of all contracts concluded between Lange PSV GmbH & Co. KG and its contractual partners (hereinafter also referred to as "Client") for all deliveries or services offered by it. These conditions are also binding for all future deliveries, services or offers to the Client, even if they are not expressly agreed upon again.
1.2 The Client's or third-party's terms and conditions shall not apply, even if Lange PSV GmbH & Co. KG does not expressly object to their validity in individual cases. The reference to a letter containing or referring to the Client's or a third party's terms and conditions shall not constitute consent to the validity of such terms and conditions.
2. Conclusion of Contract
2.1 All offers of Lange PSV GmbH & Co. KG are subject to change and non-binding unless expressly marked as binding or containing a specific acceptance period. Orders or contracts can be accepted by Lange PSV GmbH & Co. KG within fourteen days of receipt.
2.2 Statements by Lange PSV GmbH & Co. KG regarding the subject matter of the delivery or service (e.g., weights, dimensions, utility values, load capacity, tolerances and technical data) as well as representations thereof (e.g., drawings and illustrations) are only approximate, unless the exact correspondence is necessary for the contractually intended use. These statements are not guaranteed characteristics, but merely serve to describe or identify the delivery or service. Customary deviations, those due to legal regulations or technical improvements as well as the replacement of components by equivalent parts are permissible, as long as they do not impair the usability for the contractually intended purpose.
2.3 Lange PSV GmbH & Co. KG shall not be liable for impossibility of delivery or delays in delivery if these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g., operating disruptions of all kinds, material or energy procurement difficulties, transport delays, strikes, lawful lockouts, labor shortages, energy or raw material shortages, difficulties in obtaining necessary official permits, official measures or the non-timely, incorrect or incomplete delivery by suppliers) for which Lange PSV GmbH & Co. KG is not responsible. Such events which make the delivery or service considerably more difficult or impossible and are not only of a temporary nature entitle Lange PSV GmbH & Co. KG to withdraw from the contract. In the case of temporary obstacles, the delivery or performance periods or deadlines shall be extended or the delivery or performance dates shall be postponed by the period of the obstruction plus a reasonable start-up period. If it is unreasonable for the Client to accept the delivery or service as a result of the delay, the Client may withdraw from the contract by immediate written declaration to Lange PSV GmbH & Co. KG.
2.4 Lange PSV GmbH & Co. KG reserves the right of ownership and copyright to illustrations, drawings, calculations and other documents. This also applies to written documents marked as "confidential". Without the express consent of Lange PSV GmbH & Co. KG, these objects and documents may not be made accessible to third parties or published, themselves used or reproduced. At the request of Lange PSV GmbH & Co. KG, these objects and documents must be returned to Lange PSV GmbH & Co. KG in their entirety and any copies destroyed if they are no longer required in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excepted from this is the storage of electronically provided data for the purpose of customary data backup.
3. Prices and Terms of Payment
3.1 Unless otherwise stated in the order confirmation, the prices of Lange PSV GmbH & Co. KG are ex works (Incoterms Ex Works - EXW), exclusive of packaging, freight, customs duties and ancillary charges, which will be invoiced separately.
3.2 The prices of Lange PSV GmbH & Co. KG do not include statutory value added tax. This will be shown separately on the invoice on the day of invoicing at the statutory rate.
3.3 Unless otherwise stated in the order confirmation, invoices of Lange PSV GmbH & Co. KG are payable within thirty days from the date of invoice without deduction. In case of default of payment, the statutory regulations apply, whereby the costs of default shall be borne by the Client.
3.4 The Client may only offset against undisputed, recognized or legally binding counterclaims. He is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
3.5 Checks are only accepted on account of performance and are only recognized as payment after their irrevocable credit to the account of Lange PSV GmbH & Co. KG. Fees and costs are borne by the client.
3.6 Bills of exchange will only be accepted on the basis of a special agreement, whereby fees and costs will also be borne by the Client.
3.7 In the event of default of payment, incoming payments will be credited first to interest and costs, then to the oldest claims.
4. Delivery Terms and Deadlines
4.1 The periods and deadlines given by Lange PSV GmbH & Co. KG for deliveries and services are always non-binding, unless a fixed period or deadline has been expressly agreed upon. If dispatch has been agreed, delivery periods and deadlines refer to the time of handover to the forwarding agent, carrier or any other third party commissioned with the transport.
4.2 Lange PSV GmbH & Co. KG is entitled to demand from the Client an extension of the delivery and performance periods or a postponement of the delivery and performance dates by the period during which the Client fails to fulfill his contractual obligations towards Lange PSV GmbH & Co. KG. The right to plead non-performance of the contract remains reserved.
4.3 In the case of custom-made products, production-related excess or shortfall quantities of up to 10% of the ordered quantity must be accepted, up to 15% for a production volume below 2,000 kg. Short deliveries cannot be demanded.
4.4 If the Client is in default of acceptance or culpably violates other duties to cooperate, Lange PSV GmbH & Co. KG is entitled to invoice for the resulting damage, including any additional expenses. Further claims remain reserved.
5. Place of Performance, Shipment, Packaging, Transfer of Risk, Acceptance
5.1 Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is the registered office of Lange PSV GmbH & Co. KG. If Lange PSV GmbH & Co. KG is also responsible for installation, the place of performance is the place where the installation is to be carried out.
5.2 The mode of dispatch and packaging is at the proper discretion of Lange PSV GmbH & Co. KG.
5.3 The risk passes to the Client at the latest upon handover of the delivery item to the forwarder, carrier or other third party designated to carry out the shipment. This also applies in the case of partial deliveries or if Lange PSV GmbH & Co. KG has also undertaken other services, such as dispatch or installation. If the dispatch or handover is delayed due to a circumstance for which the Client is responsible, the risk shall pass to the Client from the day on which the delivery item is ready for dispatch and the Client has been informed of this.
5.4 The Client shall bear the storage costs after the transfer of risk. In the case of storage by Lange PSV GmbH & Co. KG, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per week. The right to prove and claim higher or lower storage costs remains reserved.
5.5 At the express request of the Client and at his expense, the consignment will be insured by Lange PSV GmbH & Co. KG against theft, breakage, transport, fire and water damage or other insurable risks.
5.6 If acceptance is required, the purchased item shall be deemed accepted if:
- the delivery and, if Lange PSV GmbH & Co. KG is also responsible for installation, the installation is completed,
- Lange PSV GmbH & Co. KG has informed the Client of this fact, pointing out the fiction of acceptance, and has requested him to accept the goods,
- twelve working days have passed since delivery or installation or the Client has begun using the purchased item (e.g., has put the delivered system into operation) and in this case six working days have passed since delivery or installation,
- and the Client has omitted to accept the goods within this period for a reason other than a defect notified to Lange PSV GmbH & Co. KG which makes the use of the purchased item impossible or significantly impairs it.
6. Warranty and Material Defects
6.1 The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages by the Client based on injuries to life, body or health or on intentional or grossly negligent breaches of duty by Lange PSV GmbH & Co. KG or its vicarious agents, which shall be time-barred in accordance with the statutory provisions.
6.2 The delivered items must be carefully inspected immediately after delivery. Obvious defects or other defects that would have been recognizable during a careful inspection must be notified to Lange PSV GmbH & Co. KG in writing within seven working days after delivery. Otherwise, the delivered items shall be deemed approved. Other defects must be notified in writing within seven working days of their discovery. If the defect was already obvious during normal use at an earlier point in time, the notification period shall begin at this earlier point in time. At the request of Lange PSV GmbH & Co. KG, the defective delivery item must be returned carriage paid. In the case of a justified notification of defects, Lange PSV GmbH & Co. KG shall bear the costs of the most favorable mode of dispatch, unless the costs increase because the delivery item is located at a different place from the place of intended use.
6.3 In the case of material defects, Lange PSV GmbH & Co. KG is entitled and obliged, at its discretion, to repair or replace the defective item. In the event of failure of the repair or replacement, the Client may withdraw from the contract or reduce the purchase price.
6.4 If a defect is due to the fault of Lange PSV GmbH & Co. KG, the Client may claim damages under the conditions set out in Section 8.
6.5 In the case of defects in components from other manufacturers which Lange PSV GmbH & Co. KG cannot rectify for reasons of licensing law or fact, Lange PSV GmbH & Co. KG will, at its discretion, assert its warranty claims against the manufacturers and suppliers on behalf of the Client or assign them to the Client. Warranty claims against Lange PSV GmbH & Co. KG for such defects only exist if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example, is hopeless due to insolvency. During the legal dispute, the statute of limitations for the relevant warranty claims of the Client against Lange PSV GmbH & Co. KG is suspended.
6.6 The warranty shall not apply if the Client modifies the delivery item without the consent of Lange PSV GmbH & Co. KG or has it modified by third parties and this makes it impossible or unreasonably difficult to rectify the defect. In any case, the Client shall bear the additional costs of rectifying the defect arising from the modification.
6.7 In the case of an individual agreement with the Client for the delivery of used items, such delivery shall be made without any warranty for material defects.
7. Intellectual Property Rights
7.1 Lange PSV GmbH & Co. KG warrants in accordance with this Section 7 that the delivery item is free from industrial property rights or copyrights of third parties. Each party shall immediately notify the other party in writing if it is claimed against them that such rights have been infringed.
7.2 Should the delivery item infringe an industrial property right or copyright of a third party, Lange PSV GmbH & Co. KG shall, at its own discretion and expense, modify or replace the delivery item in such a way that no more third-party rights are infringed, but the delivery item still fulfills the contractually agreed functions, or procure for the Client a right of use by concluding a license agreement with the third party. If Lange PSV GmbH & Co. KG is not successful in doing this within a reasonable period of time, the Client shall be entitled to withdraw from the contract or reduce the purchase price. Claims for damages by the Client are subject to the limitations of Section 8 of these General Terms and Conditions.
7.3 In the event of infringements of rights by products of other manufacturers supplied by Lange PSV GmbH & Co. KG, Lange PSV GmbH & Co. KG will, at its own discretion, assert its claims against the manufacturers and upstream suppliers on behalf of the Client or assign them to the Client. Claims against Lange PSV GmbH & Co. KG in such cases shall only exist under this Section 7 if the legal enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or, for example, is hopeless due to insolvency.
8. Liability for Damages due to Fault
8.1 The liability of Lange PSV GmbH & Co. KG for damages, regardless of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this Section 8, insofar as it is based on fault.
8.2 Lange PSV GmbH & Co. KG shall not be liable in cases of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, unless essential contractual obligations are infringed. Essential contractual obligations are the obligation to deliver and install the delivery item on time, its freedom from legal defects and from material defects that significantly impair its functionality or usability, as well as consulting, protection and care obligations that are intended to enable the Client to use the delivery item in accordance with the contract or to protect the life or health of the Client's personnel or to protect the Client's property from significant damage.
Insofar as Lange PSV GmbH & Co. KG is liable for damages in principle, this liability is limited to damages that were foreseeable at the time of the conclusion of the contract as a possible consequence of the breach of contract. In the case of gross negligence of non-executive employees, Lange PSV GmbH & Co. KG shall only be liable for foreseeable damages typical for the contract.
9. Statute of Limitations
9.1 The limitation period for claims by the Client against Lange PSV GmbH & Co. KG for defects in the delivery item, insofar as the Client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), is one year from the date of delivery. For claims for damages by the Client against Lange PSV GmbH & Co. KG under Section 8 of these General Terms and Conditions, the statutory limitation periods shall apply.
10. Data Protection
10.1 Lange PSV GmbH & Co. KG processes the personal data of the Client in accordance with the provisions of the General Data Protection Regulation (EU) 2016/679 (GDPR) and the national data protection laws.
11. Place of Jurisdiction and Applicable Law
11.1 The exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Lange PSV GmbH & Co. KG in Porta Westfalica, Germany. However, Lange PSV GmbH & Co. KG is also entitled to bring an action against the Client at his general place of jurisdiction.
11.2 The contractual relationship between Lange PSV GmbH & Co. KG and the Client is subject to the law of the Federal Republic of Germany, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12. Severability Clause
12.1 If any provision of these General Terms and Conditions is or becomes invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the invalid or unenforceable provision. The same shall apply in the event of a loophole in these General Terms and Conditions.