General Terms and Conditions of Sale of LACCESS GmbH
1 General
1.1 The following General Terms and Conditions of Sale of LACCESS GmbH apply only to entrepreneurs, legal entities under public law and special funds under public law within the meaning of §§ 14 and 310 (1) BGB (hereinafter: PURCHASER).1.2 For the
legal relationships between LACCESS GmbH and the PURCHASER in
connection with the use of the www.laccess.de web shop and the
deliveries and/or services (hereinafter: deliveries) of
LACCESS GmbH, these General
Terms and Conditions of Sale apply exclusively. These General Terms and Conditions of Sale also apply
to the granting of rights of use by LACCESS GmbH
to the PURCHASER. Terms and conditions of the PURCHASER shall only apply if
LACCESS GmbH has expressly agreed to them in writing.
This approval requirement applies in any case, for example, even if LACCESS GmbH carries out the delivery to the PURCHASER without reservation in full knowledge of the PURCHASER's terms and conditions.
1.3 LACCESS GmbH reserves its unrestricted property and copyright utilisation and exploitation rights to offers, cost estimates, drawings and other documents (hereinafter: documents). The documents may only be made accessible to third parties by the PURCHASER with prior consent from LACCESS GmbH and, if the order is not placed with LACCESS GmbH , must be returned to LACCESS GmbH by thePURCHASER immediately upon request or, in the case of electronic documents, deleted from the PURCHASER's systems.1.4 The CUSTOMER has the non-
exclusive right to use
standard software and firmware with the agreed
features in unchanged form on the agreed
devices. Further details are regulated in Section 11.
1.5 Individual
- including verbal - contractual agreements always take precedence over
these General Terms and Conditions of Sale (Section 305b BGB). Subject to proof to the contrary,
any written agreement or, if no such agreement exists,
LACCESS GmbH's written confirmation shall be decisive for the
proof of its content. This also applies
to the waiver of the written form requirement.
1.6 The term
"claims for damages" in these General
Terms and Conditions of Sale also includes claims for compensation for futile
expenses.
2 Prices
2.1 The prices
are EXW LACCESS GmbH warehouse Cologne (Incoterms 2020) in EURO
plus the statutory
value added tax applicable on the day of delivery.
2.2 The
prices listed in the
order confirmation sent by LACCESS GmbH to the PURCHASER shall apply, otherwise the prices stated in the LACCESS GmbH price list
on the day of
acceptance of the order. Unless LACCESS GmbH has expressly offered fixed prices at
, the prices are based on the
cost ratios at the time the order is placed. If the delivery
of the delivery item takes place later than 4 months after the order and
the sum of material, energy,
procurement or other costs increases up to this date, LACCESS GmbH is entitled in accordance with § 315
BGB to make reasonable
surcharges for the total cost increase on the basis of the original calculation.
2.3 If
deliveries are carried out by LACCESS GmbH at special prices,
the special price conditions defined by
of LACCESS GmbH and/or the upstream supplier, if applicable
, shall apply in addition to these General Terms and Conditions of Sale. The customer agrees to these special price conditions when placing an order at
at special prices. If
the customer does not comply with the special price conditions,
LACCESS GmbH is entitled to reclaim the discounts and/or subsidies
granted by
LACCESS GmbH for these special price transactions or to subsequently invoice the difference to the
standard prices granted to the customer. LACCESS
GmbH shall be indemnified by the purchaser against all claims by upstream suppliers
arising from non-compliance with
the special terms and conditions and the purchaser shall compensate LACCESS GmbH for all damages resulting from
non-compliance with.2.4 In the case of upstream suppliers selected by
, additional special terms and conditions of sale shall apply in addition to these General
Terms and Conditions of Sale. By placing an order at
, the customer agrees to these.
3 Payment, Default in payment
3.1 Payments
are always due upon collection of the delivery or, exceptionally, in the case of
despatch, upon handover of the delivery from LACCESS GmbH to
the forwarding agent or carrier. All payments are to be made
by the PURCHASER to LACCESS GmbH without any deductions.
3.2 LACCESS
GmbH reserves the right to refuse bills of exchange or cheques. The
acceptance of bills of exchange or cheques is only on account of payment and without
guarantee for timely presentation or timely protest.
All expenses and other costs incurred due to cheques or bills of exchange
shall be borne by the customer and are to be paid immediately
after their notification by LACCESS GmbH by the customer to the third party invoicing
the expenses or other costs
or, in the case of disbursement by LACCESS GmbH,
to LACCESS GmbH.
3.3 If the
payment terms granted to the CUSTOMER by LACCESS GmbH
are exceeded, LACCESS GmbH is entitled to charge the CUSTOMER default interest at the statutory rate
, without prejudice to further
rights. In the event of a delay in payment, in the event of
suspension of payments by the PURCHASER and in the event of the PURCHASER filing for insolvency
, all outstanding claims of
of LACCESS GmbH against the PURCHASER shall become due for payment immediately.
In such cases, LACCESS GmbH is further entitled to prohibit the
PURCHASER from further use of the items of the deliveries at
. This does not constitute a cancellation of the contract. This does not constitute a cancellation of the contract. § Section 449 (2) BGB
remains unaffected. During the period of default, interest shall be charged on the purchase price at the
applicable statutory default interest rate. The statutory
lump sum for default (§ 288 (5) BGB) shall be added. LACCESS GmbH
reserves the right to assert further damages caused by default.
The statutory claim to the
commercial maturity interest of LACCESS GmbH (§§ 352, 353 HGB)
remains unaffected vis-à-vis merchants.
3.4 If the
customer is unable to fulfil his payment obligations to LACCESS GmbH
, LACCESS GmbH may terminate existing contracts with him by
withdrawal, and continuing obligations by termination without notice
. This also applies if the customer files for insolvency.
§321 BGB and §112 InsO remain unaffected. The Purchaser shall inform LACCESS GmbH in good time in writing of any impending
insolvency.
4 Offer, Acceptance
4.1 Offers and
cost estimates from LACCESS GmbH, whether submitted in writing, verbally
or electronically, do not constitute offers in the legal sense
, they are merely to be understood as an invitation to the PURCHASER to submit
an order. The PURCHASER must notify
LACCESS GmbH of obvious errors (e.g.
typing or calculation errors) and incompleteness of offers
from LACCESS GmbH, including all associated documents, for the purpose of correction or
completion by LACCESS GmbH prior to its declaration of acceptance
; otherwise the contract is not concluded.
4.2 After receipt of the order by LACCESS GmbH, the customer
shall generally receive
a confirmation of receipt, which does not, however, constitute the conclusion of a contract
. The customer is bound to his order for 3 weeks from receipt of the
order by LACCESS GmbH. A contract is only concluded
when LACCESS GmbH has confirmed acceptance of the contract in writing within the 3-week commitment period of the
customer or has carried out the
delivery.
4.3 Offers,
cost estimates and order confirmations sent by LACCESS GmbH to the purchaser are always
subject to the timely and proper delivery of
LACCESS GmbH by upstream suppliers and a positive
credit check of the purchaser.
4.4 With the exception of
LACCESS GmbH's managing directors, authorised signatories and other employees expressly named to the PURCHASER
as contact persons -
in each case in a constellation authorised to represent -
employees of LACCESS GmbH are not authorised to make offers, conclude
contracts, make written or verbal agreements regarding
or give assurances. Any such statements (or
acceptance of statements) are irrelevant and do not bind LACCESS GmbH.
4.5 With the exception of
guarantees expressly agreed as such in the contract
and/or assumption of procurement risk, there are no guarantees
or assumption of risk.
4.6 If LACCESS GmbH enables the CUSTOMER to place orders via the
website of LACCESS GmbH, the following provisions shall apply:
(a) The CUSTOMER shall receive access authorisation for the online ordering system at of the LACCESS website ("ordering system"). In principle, one access authorisation shall be issued for for each CUSTOMER; if, due to the scope of the business relationship, it is necessary to set up several access authorisations, the CUSTOMER shall appoint a employee to manage the access authorisations for the CUSTOMER .
(b) Electronic Offers and price quotations from LACCESS GmbH are subject to change and non-binding. Only upon receipt of the electronic order confirmation or the written order confirmation by LACCESS GmbH may the PURCHASER assume that LACCESS GmbH has received and is processing an order sent electronically by him.
(c) The
purchase contract is only concluded upon electronic or written
order confirmation by LACCESS GmbH, at the latest upon acceptance
of the delivery by the PURCHASER. In the
case of
electronic ordering of goods, the current price contained in the electronic
or written order confirmation as well as
other conditions (e.g. freight costs, packaging costs or
customer discounts) of LACCESS GmbH shall apply. The PURCHASER is responsible for
checking incoming order confirmations and undertakes
to check them immediately and, if necessary, to object to them at
.
5 Retention of title, commercial credit insurance
5.1 The
items of the deliveries (in this clause 5 hereinafter:
"reserved goods") remain the property of LACCESS GmbH
("retention of title") until all claims of
LACCESS GmbH against the PURCHASER arising from the business relationship
have been fulfilled. The PURCHASER is obliged to inspect and handle the
reserved goods with the care of a prudent businessman at
and to insure them adequately against
fire, water damage and theft at his own expense.
The PURCHASER must immediately notify
LACCESS GmbH of any damage to the goods subject to retention of title identified or caused by the PURCHASER
that occurred after the transfer of risk to the PURCHASER. Repairs
that become necessary during
the duration of the retention of title must be agreed with LACCESS GmbH without delay and carried out by LACCESS GmbH immediately and at the expense of the PURCHASER
at the request of.
5.2 During the
existence of the retention of title, the PURCHASER is prohibited from selling,
pledging, transferring by way of security, leasing or otherwise transferring
the goods subject to retention of title to third parties in a way that impairs LACCESS GmbH's security, as well as from modifying, processing,
mixing or combining or utilising them without the prior
written consent of LACCESS GmbH. Insofar as
LACCESS GmbH grants its consent, the following
provisions and the additional provisions stipulated by LACCESS GmbH when granting consent at
shall apply.
If the PURCHASER intends to transfer the goods subject to retention of title to
a location outside of Germany, he is obliged to fulfil all
legal requirements there for the creation and
maintenance of LACCESS GmbH's retention of title at
his own expense and to inform LACCESS GmbH immediately
of the aforementioned intention.
(a) After LACCESS GmbH has given its consent to
, the customer is only permitted to resell
in the ordinary course of business and only under the condition
that the customer receives payment from his customer
or makes the reservation that ownership is only transferred to the customer of the
customer when the latter has completely fulfilled his payment obligations
to the customer. Furthermore, in the event of a permissible transfer of
rights regarding the reserved goods to its customer, the
purchaser is obliged to point out the
existing retention of title of LACCESS GmbH in writing
. If the
purchaser resells the goods subject to retention of title, the purchaser hereby assigns to
LACCESS GmbH, which hereby agrees to this assignment, by way of security and without the need for any further
special declarations, his future claims against his customer arising from the
resale with all ancillary rights,
including any balance claims. If
the reserved goods are resold together with other items
without an individual price having been agreed for the reserved goods
, the customer assigns to LACCESS GmbH that part of his
total claim against his customer which
corresponds to the price
of the reserved goods invoiced by LACCESS GmbH to the customer. LACCESS GmbH hereby agrees to this assignment as well.
(b) After LACCESS GmbH has given its consent to
, the customer is permitted to process the
goods subject to retention of title or to mix or combine them with other objects to
. The processing is carried out for
LACCESS GmbH as the manufacturer within the meaning of §950 BGB, without obligating LACCESS
GmbH. LACCESS GmbH and the customer already now agree
that in the event of combining and mixing with
other objects not belonging to LACCESS GmbH,
LACCESS GmbH is in any case entitled to co-ownership of the new object in the amount
of the share resulting from the ratio of the value of the
combined or mixed reserved goods to the value of the other
goods at the time of combination or mixing. The new items
resulting from
processing, mixing or combining are deemed to be reserved goods. The customer shall store the resulting
new items for LACCESS GmbH with the diligence of a
prudent businessman. The regulations listed under 5.2.a) regarding the
assignment of claims in the event of the resale of reserved goods also apply
to the new items.
However, the assignment only applies up to
the amount corresponding to the value of the processed, combined or mixed
reserved goods invoiced by LACCESS GmbH.
(c) If the
customer combines the
goods subject to retention of title with real estate or movable property after LACCESS GmbH has given its consent, the customer also assigns to LACCESS GmbH by way of security its
claim, which it is entitled to as remuneration for the combination, with
all ancillary rights in the amount of the ratio of the
value of the combined goods subject to retention of title to the other combined
goods at the time of the combination, without the need for any further special declarations.
(d) LACCESS
GmbH reserves the right to withdraw the customer's access to the ordering system
at any time without notice and without giving reasons.
5.3 Until revoked by
, the customer is authorised to collect claims assigned to LACCESS GmbH
from the resale. In the event of
good cause, in particular default of payment,
suspension of payments, opening of insolvency proceedings,
bill protest or justified indications of
over-indebtedness or imminent insolvency of the
customer, LACCESS GmbH is entitled to revoke the
authorisation to collect the assigned claims of the
customer. In addition, LACCESS GmbH may disclose the
assignment by way of security, realise the assigned claims
and demand that the
customer disclose the assignment by way of security to its customer after giving
prior warning and observing a reasonable period of notice. The customer is obliged
to provide LACCESS GmbH with all information and
information necessary for the collection of the assigned
claims.
5.4 In the event of
seizures, confiscations or other dispositions or
interventions by third parties on the reserved goods or the claims assigned in advance
, the customer must notify LACCESS GmbH
immediately in writing. If a legitimate interest is substantiated
, the customer must immediately provide LACCESS GmbH
with the information required to assert the rights
and hand over the necessary documents
. Any costs arising from this for LACCESS GmbH, which
cannot be recovered from the third parties, shall be borne by
the customer.
5.5 In the event of
breaches of duty by the customer, in particular in the event of default in payment
or in the event of a breach of his obligations with regard to the
reserved goods, LACCESS GmbH is also entitled to withdraw from the contract after the unsuccessful expiry of a reasonable deadline set by
for the customer to perform, in addition to
taking back the goods. The statutory
provisions on the dispensability of setting a deadline remain
unaffected. In this case, the customer is obliged to surrender
. The taking back or assertion
of the retention of title or the seizure of the reserved goods by
LACCESS GmbH does not constitute a cancellation of the contract, unless
LACCESS GmbH has expressly declared this. The right of
LACCESS GmbH to withdraw from the contract under the conditions of §323 BGB (German Civil Code)
and to demand the return of the reserved goods includes all
delivery items that are still subject to
LACCESS GmbH's retention of title at the time of withdrawal. The customer shall bear the costs of taking back
and realising the goods subject to retention of title. The
redemption and realisation costs are set at 10% of the realisation proceeds plus any value added tax
without proof in detail
. The right to prove higher or lower return and
utilisation costs is reserved in each case. The realisation proceeds
as well as any advance payments made on the purchase price shall be offset against the claims of LACCESS GmbH
after deduction
of the costs and other
claims of LACCESS GmbH in connection with the contract. Any surplus shall be credited to the customer.
5.6 If the
value of all security interests to which LACCESS GmbH is entitled in accordance with the
above provisions exceeds the amount of all secured
claims by more than 20%, and not just temporarily, LACCESS GmbH shall release a corresponding portion
of the security interests at the customer's request. LACCESS GmbH is entitled to choose between different security interests at
the release.
5.7 LACCESS
GmbH maintains a
trade credit insurance contract with an insurance company at its own expense on an ongoing basis,
in order to protect itself against the default of receivables from customers
. In the event that the
purchaser exceeds the credit limit, as a result of which further deliveries by LACCESS GmbH to the
purchaser are not (or no longer) insured and/or the
purchaser is partially or completely excluded from the insurance cover
, following a corresponding written request by LACCESS GmbH to
, the purchaser is obliged to provide LACCESS GmbH
with other equivalent security (e.g. surety, aval) for the outstanding claims excluded from insurance cover
without delay, but at the latest within 3 weeks
of receipt of the request.
E.g. surety, guarantee) for the outstanding claims. If the customer fails to provide
equivalent collateral, LACCESS GmbH
is entitled to withdraw from the relevant contract from which the outstanding claim excluded from insurance cover
results
. Other rights of LACCESS GmbH remain unaffected by this.
6 Delivery, Quality Delay in Delivery
6.1 Unless otherwise stated in the written information provided by LACCESS GmbH
,
EXW LACCESS GmbH warehouse Cologne (Incoterms 2020) is deemed agreed.
Packaging, loading, shipping and transport costs shall be borne by the customer
. With the exception of pallets, transport and other packaging is not
taken back in accordance with
the Packaging Ordinance. The PURCHASER shall bear the disposal costs for
transport and other packaging. The CUSTOMER is also responsible for compliance with
deadlines under transport, freight and forwarding law.
6.2 By way of derogation
from clause 6.1 and only if agreed, LACCESS GmbH
shall dispatch the goods to the destination specified by the CUSTOMER. This
is done - also with regard to packaging - at the expense of the
purchaser. LACCESS GmbH is entitled to determine the type of dispatch
(in particular the transport company and the dispatch route) and the
packaging at its own discretion. The
risk of accidental loss is transferred to the PURCHASER upon receipt of the
notification of readiness for dispatch from LACCESS GmbH by the PURCHASER or -
if the latter is not contractually agreed - at the latest upon
handover of the goods to the forwarding agent, carrier or
other transport person. This also applies
if partial deliveries are made or if LACCESS GmbH still owes
other services (e.g. the said dispatch or transport or
assembly) under the contract. In all other respects, section 6.1 and the
provisions on the place of fulfilment (section 17 below) remain unaffected.
6.3 Delivery times
and delivery dates must be agreed in writing. Subject to
other express written agreements,
information on delivery times and dates are only non-binding and are
subject to timely and proper
delivery to LACCESS GmbH by upstream suppliers.
6.4 Subject to
other express written agreements, in the
case of dispatch of the delivery, the choice of the means of transport and
the transport route is left to LACCESS GmbH.
6.5 LACCESS
GmbH is authorised, but not obliged, to take out transport insurance
for the delivery in the
name and for the account of the customer, unless the customer objects to such
insurance.
6.6 Compliance with
deadlines and time limits is subject to the timely receipt
of all documents to be supplied by the PURCHASER, necessary
authorisations and approvals, in particular of plans, as well as
compliance with the agreed terms of payment and other
obligations by the PURCHASER. If these
requirements are not fulfilled in good time, the
deadlines shall be extended accordingly. This shall not apply if LACCESS GmbH is responsible for the
delay. If non-compliance with the deadlines
is due to
(a) force majeure (in particular: General mobilisation,
war, terrorism, riots, fire, flood, storm, earthquake,
epidemics/pandemics, government travel warnings)
(b) virus or
other attacks by third parties on the IT systems of LACCESS GmbH,
(c)
obstacles due to national, European or
international regulations of foreign trade law or
due to other circumstances, for which LACCESS GmbH is not responsible
or,
(d) untimely or improper
delivery to LACCESS GmbH by upstream suppliers, if LACCESS
GmbH has concluded a corresponding covering transaction
with the
PURCHASER before or immediately after the conclusion of the contract, the deadlines shall be extended accordingly.
6.7 If
non-binding agreed delivery times or deadlines are exceeded by more than 6
weeks, the customer may request LACCESS GmbH
in writing to deliver within a reasonable period of time. Upon
fruitless expiry of the deadline set in this way, LACCESS GmbH shall be in default.
6.8 Compliance with deadlines and time limits requires the timely receipt
of all documents to be supplied by the customer, necessary
authorisations and approvals, in particular of plans, as well as
compliance with the agreed terms of payment and other
obligations by the customer. If these
requirements are not fulfilled in good time, the
deadlines shall be extended accordingly. This does not apply if LACCESS GmbH is responsible for the
delay. If non-compliance with the deadlines
is due to
(a) force majeure
, e.g. mobilisation, war, acts of terrorism, riots, or similar
events (e.g.
strike, lockout), or if LACCESS GmbH is responsible for the delay.(b) virus or
other attacks by third parties on the IT systems of LACCESS GmbH,
(c) obstacles
due to national, European or international
regulations of foreign trade law or due to other
circumstances, for which LACCESS GmbH is not responsible or,
(d) failure by
upstream suppliers to deliver to LACCESS GmbH in a timely or proper manner, the deadlines
shall be extended accordingly.
6.9 If LACCESS GmbH is in default, the customer may, if he can prove
that he has suffered damage as a result, demand compensation for
each completed week of the delay of 0.5%, but in total no more than
5% of the price for that part of the deliveries
which could not be used for the intended purpose due to the delay.
6.10 It is expressly pointed out to
that, unless expressly agreed otherwise in individual cases
, the software was neither developed nor planned or manufactured by
for use in
hazardous areas of application which require fault-free operation
in order to protect against damage to
life, limb, health or the environment. The software is not suitable for use
in or in connection with energy power plants,
air traffic navigation or communication, air traffic control,
other traffic control, for the operation or monitoring of
medical or other vital or life
supporting or securing equipment, Weapon systems or
similarly dangerous areas in which faults in the product
can lead directly or indirectly to death, to physical or
health impairments of persons or to serious
physical or biological or ecological damage
("High Risk Activities"). The PURCHASER is obliged to
refrain from any use of the software in High Risk Activities at.
7 Acceptance/shipping order, transfer of risk, incoming goods inspection, acceptance
7.1 The PURCHASER
is obliged to collect the delivery within 8 days of receipt of
the
notification of availability sent to the PURCHASER by LACCESS GmbH or to place the order for dispatch at
("availability period"). Dispatch shall take place in the name of,
for the account of and at the risk of the customer. LACCESS GmbH is
authorised to charge flat-rate freight charges to cover the freight costs at
.
7.2 If the
PURCHASER is in arrears with the acceptance of the delivery for longer than 2 weeks from
receipt of the notification of availability, LACCESS
GmbH may set the PURCHASER a grace period of 8 days in writing.
If the grace period expires without result, LACCESS GmbH
is entitled to withdraw from the contract by written declaration
and/or to demand compensation. If LACCESS GmbH
demands compensation instead of performance, this shall amount to 20% of the
price of the delivery items. Both parties reserve the right to prove higher or
lower damages.
7.3 The risk,
also that of accidental loss or accidental
deterioration of the items of the deliveries shall pass to the PURCHASER upon expiry
of the provision period or (in the case of dispatch) upon handover
to the transport service provider, but at the latest upon leaving the
delivery warehouse of LACCESS GmbH.
7.4 Unless
acceptance has been expressly agreed, the PURCHASER has the
obligation to inspect the delivery item immediately after delivery to
him or to the third party designated by him and to notify
LACCESS GmbH of any defects without delay. Sections 377 and 381 of the German Commercial Code (HGB) and the supplementary provisions in this
paragraph apply to this
. In the interest of time, the notification must be made in writing in the
sense of a fax or email. Its promptness requires
that it is sent at the latest within seven (7) working days after
delivery (§ 377 para. 1 HGB) or - if it is a
defect that was not recognisable during the inspection (§ 377
para. 2 and 3 HGB) - at the latest within five (5) working days
after discovery of the defect. If this last
designated defect would have been recognisable during normal use of the goods at an
earlier point in time than the time of discovery,
this earlier point in time shall already be decisive for the start of the aforementioned
notification period. The inspection of the delivery item
after delivery may not be limited to external appearances and the
delivery documents, but must also include an appropriate
quality and functionality inspection at least with
appropriate random samples. If the PURCHASER fails to carry out the
proper inspection and/or notification, the
warranty obligation of LACCESS GmbH and other liability for
the affected defect shall be excluded. No statements, actions
or omissions by LACCESS GmbH shall be construed as a waiver of the
requirements and legal consequences of Sections 377, 381 HGB and/or
of this paragraph. The PURCHASER may not refuse acceptance
of deliveries due to insignificant defects.
8 Material defects
8.1 The
freedom from defects of the objects of the delivery is based on the
agreement on their quality. Insofar as the parties have agreed on the
quality of the items of the delivery,
objective requirements for the items of the
delivery shall not apply in this respect. All
product descriptions and manufacturer specifications that are the subject of the
individual order or that were publicly announced by LACCESS GmbH (in particular in
catalogues or on the homepage) at the time of the conclusion of the contract
are deemed to be an agreement on the
quality of the objects of the delivery. Changes in design or
form, deviations in colour and changes to the
scope of delivery on the part of the upstream suppliers are reserved, provided
the objects of the deliveries are not significantly changed and
the changes are reasonable for the PURCHASER. From time to time
LACCESS GmbH will make changes to type numbers and designations for administrative reasons
at its own discretion. No rights can be derived against LACCESS GmbH
from the
use or modification of certain type marks or numbers
for the objects of the deliveries. LACCESS GmbH shall only be liable for updates if and insofar as this has been expressly agreed separately with the PURCHASER
.
8.2
Claims for defects do not exist in the case of only insignificant deviations from
the agreed quality, in the case of only insignificant
impairment of usability, in the case of natural wear and tear or
damage arising after the transfer of risk as a result of incorrect or
negligent handling, excessive use, unsuitable
operating resources or which arise due to special external influences
which are not assumed under the contract, as well as in the case of
non-reproducible software errors. If the PURCHASER or
third parties carry out improper modifications, installation/removal or
repair work, there shall also be no claims for defects for these and the
resulting consequences.
8.3 If
a manufacturer's warranty exists, the PURCHASER is obliged to make a serious
out-of-court attempt to enforce the
manufacturer's warranty claims against the manufacturer before
making a claim against LACCESS GmbH. LACCESS GmbH shall support the PURCHASER
in enforcing the manufacturer's warranty claims.
The PURCHASER's warranty claims shall otherwise remain unaffected
.
8.4 In the event of
defects in products supplied by LACCESS GmbH (in particular
components) of third parties, which LACCESS GmbH is not permitted to rectify due to licence law
or factual reasons, LACCESS GmbH
shall, at its discretion, assert warranty claims against these third parties for
account of the PURCHASER or assign them to the PURCHASER.
Warranty claims against LACCESS GmbH exist in the case of
such defects (under the other conditions and in accordance with
these General Terms and Conditions of Sale) only if the
judicial enforcement of the aforementioned claims against
the third party was unsuccessful, futile or (e.g. for time
reasons) is otherwise unreasonable for the PURCHASER. During the
duration of the assertion of
claims against the third party by LACCESS GmbH or the PURCHASER - even if only out of court - the limitation period for the relevant
warranty claims of the PURCHASER against LACCESS GmbH
shall be suspended.
8.5 The
assertion of the PURCHASER's warranty rights presupposes that
the PURCHASER has properly fulfilled its obligations to inspect the goods and give notice of defects
. Notifications of defects by the PURCHASER must be made in accordance with
clause 7.4. They must be made in a comprehensible and
detailed form, stating all the information required for the detection of defects and
-analyse report any relevant information to LACCESS GmbH at
. In particular, the work steps that led
to the occurrence of the defect, the form in which the defect appeared and
the effects of the defect must be specified. The corresponding
forms and procedures are to be used by LACCESS GmbH for this purpose.
8.6 The PURCHASER
shall provide LACCESS GmbH with appropriate support on request in the examination and assertion of
claims against third parties in connection with the deliveries
.
8.7 All
items of the deliveries that exhibit a defect, provided
its cause already existed at the time of the transfer of risk,
shall, at the discretion of LACCESS GmbH, be repaired free of charge
, redelivered or provided again. In the case of new delivery
or new performance, the replaced items of the
deliveries become the property of LACCESS GmbH and must be returned by the PURCHASER to
LACCESS GmbH.8.8 Claims
for subsequent fulfilment become time-barred 12 months after the statutory
start of the limitation period; the same applies to withdrawal and
reduction. This period shall not apply if the law prescribes longer periods
, in the event of wilful intent, fraudulent concealment of the defect
and non-compliance with an express written
guarantee of quality. Claims for reimbursement of expenses by the PURCHASER
pursuant to § 445a shall also become time-barred 12 months after the statutory
commencement of the limitation period, provided that the last contract in the
supply chain is not a purchase of consumer goods. The processing by LACCESS GmbH of a
notice of defect by the PURCHASER does not constitute
acknowledgement of the defect. The processing of a
notice of defect shall only lead to the suspension of the limitation period if the
legal requirements for this are met. This does not result in a recommencement of the
limitation period. This also applies if LACCESS
GmbH carries out a subsequent fulfilment
(rectification or replacement delivery) following notification of a defect by the PURCHASER. A rectification
can only have an influence on the limitation period of the defect triggering the rectification
. The rights of the PURCHASER pursuant to
§§ 478, 479 BGB as well as the statutory provisions on
suspension of expiry, suspension and recommencement of the limitation periods remain unaffected.
8.9 However, the
suspension of expiry pursuant to Section 445b (2) BGB ends at the latest
five years after the time at which LACCESS GmbH has delivered the delivery item to the PURCHASER
; this does not apply if the
last contract in the supply chain is a purchase of consumer goods.
8.10 The
delivery within the meaning of paragraph 1 refers to the receipt of our
notification of readiness for collection by the PURCHASER or - if dispatch
has been agreed - the handover to the transport person.
If acceptance has been agreed, the limitation period shall not commence until
acceptance.
8.11 In the case of
delivery of used items,
warranty claims by the PURCHASER under § 437 BGB are excluded in their entirety
.
8.12 In the case of
claims for defects, payments by the PURCHASER may be withheld to an extent
that is in reasonable proportion to the
material defects that have occurred. The PURCHASER has no right of retention if his claims for defects are time-barred
.
8.13 LACCESS
GmbH must be given the opportunity to provide subsequent fulfilment within a reasonable period of time.
8.14 If
subsequent fulfilment fails, the customer may withdraw from the contract or reduce the
remuneration, without prejudice to any
claims for damages.
8.15 If
the PURCHASER intends to install or attach the items of the
deliveries, the PURCHASER is obliged to check the properties of the
items of the deliveries that are relevant for
the installation or attachment and for the subsequent
intended use and to notify
LACCESS GmbH immediately of any defects, insofar as an inspection of these
properties is reasonable at this time according to the type and condition of the items of the
deliveries. If
fails to report defects with regard to the aforementioned properties despite
reasonableness of the inspection, the items of the
deliveries shall be deemed approved in this respect. In this case, the PURCHASER
shall not be entitled to any warranty rights with regard to such defects. If the
PURCHASER fails to check the external and internal
properties of the items of the
deliveries relevant for this and the subsequent
intended use prior to installation or
attachment in the event of installation or attachment of the items of the deliveries, the PURCHASER shall be deemed to have acted with gross negligence. In this
case, he can only assert defect rights with regard to these properties
if the defect in question has been fraudulently concealed
or a guarantee for the quality of the item has been assumed by LACCESS GmbH
.
8.16 Claims
by the PURCHASER for the expenses required for the purpose of subsequent performance
, in particular transport, travel, labour and
material costs, are excluded insofar as the expenses
increase because the object of the delivery has subsequently been moved
to a location other than the PURCHASER's branch office, unless the relocation corresponds to its
intended use. This applies accordingly to
claims for reimbursement of expenses by the CUSTOMER in accordance with § 445a BGB,
provided that the last contract in the supply chain is not a
purchase of consumer goods.
8.17
The PURCHASER's rights of recourse against LACCESS GmbH pursuant to Section
445a BGB shall only exist if the PURCHASER has not reached any agreements with its customer
that go beyond the statutory claims for defects.
8.18
Claims for damages by the PURCHASER due to a material defect are
excluded. This does not apply in the event of fraudulent concealment of a
defect, non-compliance with a quality guarantee,
injury to life, limb or health and in the event of a
wilful or grossly negligent breach of duty by
LACCESS GmbH. A change in the burden of proof to the detriment of the CUSTOMER is not associated with the above provisions.
Further or other claims of the CUSTOMER due to a
material defect are excluded.
8.19 LACCESS
GmbH may invoice the PURCHASER for expenses incurred in the course of processing notifications of defects
if LACCESS GmbH
takes action on the basis of a notification of defect from the PURCHASER without
a defect being present, unless the PURCHASER was unable to recognise with reasonable
effort that there was no defect or that a defect was present, that there was no defect, or a defect reported by the
PURCHASER is not reproducible or otherwise
verifiable as a defect by the PURCHASER, or additional
expenses are incurred due to improper fulfilment of the obligations of the
PURCHASER.
8.20 The
warranty period for the software is 12 months. This does not apply
to the right of recourse under § 478 III BGB and the
right of recourse under § 327 u BGB.
8.21 Only proven and
reproducible deviations from the description in the software documentation valid at
at the time the contract was concluded, which can be viewed at
on the website of LACCESS GmbH, are deemed to be a defect,
which is not a defect of title, in the case of
contractual use. Outside of the user documentation,
technical data, specifications and performance data in
public statements, in particular in advertising material, are not
quality specifications. The warranty for material defects does not apply to
defects that are based on the fact that the software is used in a hardware
and/or software environment that does not meet the requirements specified in the
user documentation.
9 Offsetting and Retention of claims, assignment of claims
9.1.
The customer's right of offsetting or retention is
excluded, unless his counterclaims are not disputed by LACCESS GmbH or have been legally established
.
9.2.
The assignment of any claims of the purchaser against LACCESS GmbH
arising from the business relationship requires the written consent of LACCESS GmbH to be effective.
10 Returns
In the case of returns, these are to be sent by the purchaser carriage paid to LACCESS GmbH, Heinrich-Rohlmann-Strasse 22, 50829 Cologne. The acceptance of returns is subject to inspection by LACCESS GmbH. LACCESS GmbH can only process returns if the customer requests a return number from LACCESS GmbH before returning the goods and this number is issued by LACCESS GmbH and the return is accompanied by the return form provided by LACCESS GmbH and completed in full by the customer. Information on requesting return numbers is available at www.laccess.de. The issue of a return number by LACCESS GmbH does not constitute acknowledgement of a defect or any other complaint by the customer. The risk for the return shipment shall be borne by the customer. Reasonable return costs for defective items of the deliveries shall only be reimbursed by LACCESS GmbH if these exceed 5% of the price invoiced by LACCESS GmbH to the purchaser for the returned items of the deliveries. The rights of the customer under §478 (2) BGB remain unaffected. In the case of returns for which the customer is responsible , in particular in the case of refusal of acceptance, LACCESS GmbH reserves the right to charge the customer a restocking fee.
Special return conditions for new, unopened goods:
We only offer returns for products with a list price of over €150. Goods ordered specifically for you and EOL (end of life) goods are excluded from return. For returns of all other products in their original packaging and unopened, we charge a processing fee of €25 plus 10% of the net value of the goods. Please note that we cannot accept original boxes that have been taped, damaged, or labeled. If the product has a manufacturer's seal, it must not be damaged at the time of return.
11 Rights of use to software
11.1 The software (programme, programme code, software documentation and operating instructions) is legally protected. Copyrights, patent rights, trademark rights and all other ancillary copyrights to the software as well as to other objects which LACCESS GmbH provides or makes accessible to the CUSTOMER within the framework of the initiation and execution of the contract are the exclusive property of LACCESS GmbH in the relationship between the contractual partners. Insofar as third parties are rights holders and do not grant the PURCHASER a direct right of use , LACCESS GmbH has acquired or licensed the necessary rights of use and exploitation rights. Upon full payment, LACCESS GmbH grants the PURCHASER the right to use the software to the extent specified in the contract. Unless the scope of use of the software has been agreed otherwise, this right includes a simple, unlimited right of use for operation of the software at one workstation on one computer unit (single licence). The PURCHASER is thus authorised for the agreed duration of the right to install, load and run the software on a maximum of the agreed number of devices .
11.2 The software is supplied exclusively in executable form (object code) together with operating instructions in the language and installation description specified in the product description ; the provision of further documentation is not owed unless otherwise expressly agreed . Operating instructions and installation description can also be made available electronically , in particular by means of online retrieval.
11.3 The
software shall be delivered by providing a data carrier
or, if agreed or requested by the CUSTOMER, by downloading
from the Internet via a
link provided by LACCESS GmbH.
11.4 A computer
is any computer unit with a CPU. Use in a
network is only permitted if this has been expressly agreed
(multiple/multi-user licence); the maximum number of simultaneous
users must be specified; this also applies if the
software is not duplicated within the network. Any
use of the software by way of transfer to third parties via
remote data transmission, in particular in the form of Application Service
Providing (ASP), is not permitted unless this has been expressly agreed
.
11.5 Simultaneous use of the software on more than the agreed
number of workstations (overuse) is not permitted. The
CUSTOMER is obliged to notify
immediately of any over-utilisation. For the period of overuse, i.e. from its commencement
until the conclusion of a corresponding agreement or until
discontinuation of the overuse, the CUSTOMER shall be obliged to pay
compensation for the overuse, which shall be calculated pro rata temporis on
the basis of twice the price of the software used according to the price list valid at the
time of the breach of contract,
whereby the parties shall base the calculation of the compensation on a
3-year straight-line amortisation.
reserves the right to claim further damages in addition to the contractual penalty
. The PURCHASER shall be free to prove that
lesser damages have been incurred.
11.6 The
PURCHASER may transfer the right to use the software to a third party
if he completely gives up his own use,
in particular deletes any documentation, copies, etc., destroys
or hands it over to the third party with the transfer of rights.
If a multi-user/multiple licence has been granted, this
may only be transferred in its entirety; a transfer of individual
workstation authorisations from a multi-user/multiple licence leads
to an extension/intensification of use
of the software that has not been agreed and is expressly prohibited; Section 11.5 applies
accordingly. Sublicensing is not permitted.
11.7 In the event
of a transfer of the right of use to third parties, e.g. in the context of
a resale, the PURCHASER shall inform LACCESS GmbH of the name
and address of the recipient and draw the recipient's attention
in particular to section 3 (no high risk activities) and to the
scope of the licence in accordance with this section 11.
11.8 LACCESS
GmbH is entitled to take appropriate and effective measures to
prevent unauthorised reproductions or other
unauthorised uses; LACCESS GmbH will draw attention to such
measures prior to the conclusion of the contract in the product description
. In particular, LACCESS GmbH is entitled to make the
usability of the software dependent on the use of uniquely labelled
hardware (e.g. dongle/hardlock); this means that the
software can technically only be used in conjunction with this hardware part
. LACCESS GmbH is also entitled to make the usability of the
software dependent on the prior personalised registration of the
user via an online registration system of the
software manufacturer. The rights of the PURCHASER under
§ 69 d (2) and (3) and § 69 e UrhG remain unaffected.
11.9 The PURCHASER shall inform LACCESS GmbH immediately in writing
if third parties assert property rights (e.g. copyrights or patent rights) against. The PURCHASER shall not recognise the
infringement of property rights asserted by third parties and shall either leave any
dispute, including any out-of-court
settlements, to LACCESS GmbH or only conduct it in agreement with LACCESS GmbH. LACCESS GmbH shall bear the necessary court costs and
legal fees incurred by the CUSTOMER for the legal defence of
. Insofar as the CUSTOMER is responsible for the
infringement of property rights, claims against
LACCESS GmbH are excluded.
11.10 It is the responsibility of
the CUSTOMER to ensure that programmes and
data are backed up regularly. The CUSTOMER shall take appropriate precautions for
the event that the programme does not work properly in whole or in part
(e.g. through data backup, fault diagnosis, regular
checks of the results). It is the responsibility of the CUSTOMER to ensure
the operation of the working environment of the programme. If
the CUSTOMER violates these obligations, LACCESS GmbH shall not be liable for any damages resulting therefrom; in particular, LACCESS
GmbH shall not be liable for the recovery of
lost or damaged data or programmes.
11.11 The granting of rights to
is subject to the condition precedent of
full payment of the purchase price.
12 Industrial property rights and copyrights, defects of title
12.1 The
objects of the deliveries as well as the corresponding documents,
are generally subject to industrial property rights and copyrights (hereinafter: property rights) of manufacturers and licensors.
Property rights notices may not be changed,
covered or removed by the PURCHASER. The CUSTOMER is obliged to inform
its customers of property rights and licence conditions, in particular of
restrictions contained therein.
12.2 Unless otherwise agreed in writing at
, LACCESS GmbH
is obliged to provide the delivery only in the country of the place of delivery without
infringing property rights. If a third party asserts justified claims against the PURCHASER
due to
the infringement of property rights by deliveries made by LACCESS GmbH
and used in accordance with the contract, LACCESS GmbH shall be liable to the
PURCHASER within the periods specified in clause 8.5.as follows:
(a) LACCESS
GmbH shall, at its own discretion and at its own expense, either obtain a right of use for the
deliveries in question, modify them in such a way that
the property right is not infringed, or replace them. If this is not possible for
LACCESS GmbH under reasonable conditions, the
PURCHASER shall be entitled to the statutory rights of cancellation or reduction.
(b)
The obligation of LACCESS GmbH to pay damages shall be governed by
in accordance with clause 14.
(c) The aforementioned
obligations for LACCESS GmbH shall only apply insofar as the
PURCHASER immediately notifies LACCESS GmbH in writing of the
claims asserted by third parties, does not acknowledge an infringement
and leaves all defence measures and
settlement negotiations to the discretion of LACCESS GmbH. If the PURCHASER ceases
use of the delivery in order to minimise damages or for other
important reasons, the PURCHASER is obliged to inform the third party
that the cessation of use does not constitute an acknowledgement of an
infringement of property rights.
12.3 Claims
by the PURCHASER are excluded if the PURCHASER is responsible for the
infringement of property rights.
12.4 Claims
of the PURCHASER are also excluded if the
infringement of property rights is caused by special specifications of the customer, by
an application not foreseeable for LACCESS GmbH or by
the fact that the delivery is modified by the PURCHASER or
used together with hardware and
software not supplied by LACCESS GmbH.
12.5 In the event of
infringements of property rights, the provisions of clauses 8.7, 8.8, 8.13 and 8.14 shall apply accordingly to the CUSTOMER's claims regulated in clause 11.2 (a)
.
12.6 In the event of
other defects of title, the provisions of section 8 shall apply accordingly.
12.7
Further claims or claims other than those regulated in this section
by the PURCHASER against LACCESS GmbH and its
vicarious agents due to a defect of title are excluded.
12.8 If the
PURCHASER uses the ordering system, he is granted the revocable authorisation
at any time to incorporate the information provided within the framework of the ordering system on the
website, with the exception of the electronic
data sheets, into the electronic
merchandise management system he uses.
may only be used within the scope of and for the purposes of data maintenance of the
customer's own electronic merchandise management database.
With regard to this possible use, however,
prohibits the PURCHASER from disclosing the company logos and lettering of LACCESS GmbH and the
availability of LACCESS GmbH products to third parties
. The PURCHASER is prohibited from using the data outside of this intended purpose
. He shall obligate his employees accordingly
.
13 Reservation of fulfilment
The
fulfilment of the contract is subject to the reservation that there are no obstacles
due to national, EU or
international, in particular US-American, provisions applicable to the delivery,
laws, directives and regulations as well as no embargos or
other sanctions. The PURCHASER is obliged to provide
with all information and documents required for the export,
shipment or import.
14 Impossibility, contract adjustment
14.1 If the
delivery is impossible, the PURCHASER is entitled to demand
compensation, unless LACCESS GmbH is not responsible for the
impossibility. However, the PURCHASER's
claim for damages shall be limited to 10% of the value of that part
of the delivery that cannot be used for the intended purpose
due to the impossibility. This limitation shall not apply in the event of liability in
cases of intent, gross negligence or
injury to life, limb or health
. This does not imply a change in the burden of proof to the detriment of the CUSTOMER
. The CUSTOMER's right to withdraw from the
contract remains unaffected.
14.2 If
events within the meaning of clause 6.7 (a) to (c) significantly change the economic
significance or the content of the delivery or have a significant impact on
the operation of LACCESS GmbH, the contract
will be adapted appropriately in good faith. Insofar as
this is not economically justifiable, LACCESS GmbH has the
right to withdraw from the contract. The same applies if
necessary export licences are not granted or are not usable
. If LACCESS GmbH wishes to make use of this right of cancellation
, LACCESS GmbH must inform the PURCHASER immediately after realising the scope
of the event, even
if an extension of the
delivery time was initially agreed with the PURCHASER.
15 Liability and other claims for damages
15.1 Unless otherwise stated
in these GTC (including this clause 14),
LACCESS GmbH shall be liable in the event of a breach of contractual and
non-contractual obligations in accordance with the statutory provisions.
15.2 LACCESS
GmbH shall be liable - for whatever legal reason - without limitation
for compensation for damages resulting from an intentional or
grossly negligent breach of duty by LACCESS GmbH or
by one of LACCESS GmbH's legal representatives or
vicarious agents.
15.3 In the event of
a merely simple or slightly negligent breach of duty by
LACCESS GmbH or one of LACCESS GmbH's legal representatives
or vicarious agents, LACCESS GmbH shall only be liable (subject to a
milder standard of liability in accordance with statutory provisions)
(a)
- albeit without limitation - for damages arising from
injury to life, limb or health.
(b) for
damages arising from the breach of material contractual obligations.
Material contractual obligations are those obligations whose fulfilment
makes the proper execution of the contract possible in the first place
and on whose compliance the PURCHASER regularly
relies and may rely. In this case, however, the liability of LACCESS
GmbH is limited to the amount of damages foreseeable at the time of
conclusion of the contract.
15.4 The
limitations of liability from section 14.3 do not apply if LACCESS GmbH has fraudulently concealed a defect, has assumed a
guarantee for the quality of the goods that is subject to compensation, or
has assumed a procurement risk. In addition, any
mandatory statutory liability, in particular under the
Product Liability Act, remains unaffected.
15.5 Insofar as the
liability of LACCESS GmbH is excluded or limited in accordance with the above provisions
, this also applies to the
personal liability of the executive bodies, legal representatives,
employees, staff and vicarious agents of LACCESS GmbH.
15.6
Contractual penalties or liquidated damages owed by the PURCHASER to third parties in connection with goods delivered by LACCESS GmbH
may only be claimed as compensation - subject to all other
requirements - if
this has been expressly agreed [in writing] with LACCESS GmbH
or if the PURCHASER has informed LACCESS GmbH of this risk in writing prior to the conclusion of our contract with
.
15.7 All
claims for damages by the customer, irrespective of the
legal grounds, shall become statute-barred upon expiry of the limitation period applicable to claims for material defects
in accordance with clause 8. In cases of
injury to life, limb or health, in cases of intent
or gross negligence and in cases of claims for damages under
the Product Liability Act, the statutory
limitation provisions shall apply.
15.8 The PURCHASER is obliged to report any damages for which LACCESS
GmbH is liable immediately in writing or to have them recorded by the
authorised representative of LACCESS GmbH.
15.9 A
change in the burden of proof to the detriment of the CUSTOMER is not associated with the
above provisions.
15.10 LACCESS
GmbH accepts no liability for the accuracy of the data and
information provided in the
ordering system. Section 4.6 (c) applies accordingly.
16 Compliance Export and import
16.1 The
items of the deliveries are delivered by LACCESS GmbH in compliance with
the currently valid German and EU regulations, laws, directives and regulations and, in the case of items of the deliveries imported from the USA
, the currently valid
US export regulations.
16.2 Delivery items supplied by
LACCESS GmbH are intended for
use and to remain in the country of the place of delivery.
If the PURCHASER intends to re-export the delivery items supplied by LACCESS GmbH
to the PURCHASER, the
PURCHASER is obliged to comply with national, EU and international,
in particular US-American, regulations, laws, guidelines
and ordinances. The re-export by the PURCHASER of the delivery items supplied by LACCESS
GmbH to the PURCHASER, whether
unchanged or integrated into systems, contrary to
these provisions is prohibited.
16.3 The PURCHASER shall observe and comply with the
national, EU and international, in particular US-American,
provisions, laws, directives and regulations
applicable to export and import on its own responsibility. Furthermore, the PURCHASER shall handle legal or official procedures in connection with
cross-border deliveries on its own responsibility and at
own expense.
16.4 It is the responsibility of
the PURCHASER to inform itself independently about the applicable
national, EU and international, in particular US-American,
provisions, laws, directives and regulations for the export and
import. Furthermore, it is the PURCHASER's own
responsibility to obtain the
authorisations required for the export and import from the competent authorities prior to the export or
import and at his own expense. This applies regardless
of whether the PURCHASER informs LACCESS GmbH of the final
destination of the items of the deliveries. LACCESS GmbH is under no obligation to provide information to.
16.5 In the case of every
onward delivery of items of the deliveries by the PURCHASER
to third parties, with or without the knowledge of LACCESS GmbH, a
simultaneous transfer of the export licence conditions
is a prerequisite. In the event of non-compliance, the PURCHASER shall be liable to the full
extent.
16.6 The direct
or indirect onward delivery of the items delivered to the PURCHASER
by LACCESS GmbH to countries that are subject to a
national, EU or international embargo or other sanctions
, or to natural or legal persons in these
countries, or to natural or legal persons on
national, EU or international prohibition lists, is prohibited to the
PURCHASER without first obtaining the corresponding
official authorisations. Furthermore, the PURCHASER
is prohibited from directly or indirectly onward delivery of items from
deliveries to natural or legal persons who are in
any connection with the support, development, production
or use of chemical, biological or nuclear
weapons of mass destruction.
16.7 The PURCHASER shall not re-export products received from LACCESS GmbH either
directly or indirectly to Russia or for use in
Russia.
16.8 The PURCHASER shall use its best endeavours to ensure that
the purpose of clause 16.7 is not frustrated by third parties in the wider
commercial chain, including potential
resellers.
16.9 The Purchaser shall establish and
maintain an appropriate monitoring mechanism to detect behaviour by third parties in the wider
commercial chain, including potential resellers,
resellers that would frustrate the purpose of clause 16.7
.
16.10 Any
breach of clauses 16.7, 16.8 or 16.9 shall constitute a
material breach of a material term of these
Terms and Conditions, and LACCESS GmbH shall be
entitled to seek equitable remedies, including,
but not limited to:
(a) termination of the
underlying order; and
(b) a
penalty equal to 25% of the total value of the relevant
order or the price of the exported goods, whichever is
the greater.
16.11 The
CUSTOMER shall inform LACCESS GmbH immediately of any
problems in the application of clauses 16.7, 16.8 or 16.9,
including any relevant third-party activities that could frustrate the
purpose of clause 16.7. The CUSTOMER shall provide LACCESS GmbH with information on compliance with the obligations
under clauses 16.7, 16.8 or 16.9 within two weeks of
first request by LACCESS GmbH.
17 Data protection, Confidentiality
17.1 In the event that
processes personal data of the other party
, LACCESS GmbH and the CLIENT undertake to comply with
the applicable data protection laws, in particular the
Federal Data Protection Act and the EU General Data Protection Regulation.
17.2 If
LACCESS GmbH processes personal data in the context of deliveries as
processor on behalf of the PURCHASER as controller,
LACCESS GmbH and the PURCHASER undertake to conclude a
agreement on order processing in accordance with Article 28 of the
EU General Data Protection Regulation. The same applies in the
reverse case.
17.3 The
privacy policy of LACCESS GmbH is available at
www.laccess.de/datenschutzerklaerung. Enquiries or requests in this regard
should be addressed to info@laccess.de
.
17.4 If the CUSTOMER uses the ordering system, he undertakes to treat the access authorisations received for this
confidentially and not to pass on either
the data itself or information obtained in the ordering system to
third parties.
18 Place of fulfilment, Place of jurisdiction, applicable law
18.1
The place of fulfilment for all obligations arising from the contractual relationship
is Cologne, Federal Republic of Germany.
18.2 The sole
place of jurisdiction for all legal disputes arising directly or
indirectly from the contractual relationship is Cologne,
Federal Republic of Germany. However, LACCESS GmbH is also
entitled to sue the PURCHASER at its registered office.
18.3 This
contract, including its interpretation, is subject to German law
to the exclusion of the United Nations Convention on
Contracts for the International Sale of Goods (CISG).
19 Binding nature of the contract
The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for a contracting party.