Terms and Conditions

Terms & Conditions

1. Scope

1.1 The General Terms of Sale for Lauer Membran Wassertechnik GmbH ("Agent") apply exclusively to entrepreneurs as defined in § 310 (1) German Civil Code. Agent does not recognize any conflicting or deviating conditions of the contracting party ("Principal") except those expressly approved by Agent. Orders and all statements relating thereto are only binding in written form. The waiving of the foregoing must also be made in writing.
1.2 The Terms of Sale also apply when Agent unconditionally fulfills an order for Principal with knowledge of conflicting or deviating conditions of the latter.
1.3 The Terms of Sale also apply to future business relationships even when not expressly agreed.

2. Offers and Contract Conclusion

2.1 To the extent a written order is to be deemed an offer as defined in §§ 145 et seq. German Civil Code, Agent has a period of two (2) weeks to accept.
2.2 Should the financial position and/or liquidity of Principal deteriorate substantially following conclusion of a contract, or should such circumstances existing at the time a contract is concluded become known after the fact, Agent is entitled to withdraw from the contract provided Principal is unable to furnish collateral or payment in advance despite request for performance upon tender of counterperformance.

3. Confidentiality

Principal is required to maintain the confidentiality of all business, operating and technical matters of Agent of which Principal has or will become aware through Agent's performance, including beyond the end of any contractual relationships, provided and to the extent such information does not otherwise become public knowledge or Agent waives said confidentiality in writing.

4. Prices

4.1 All prices on Agent's most recent price list are without obligation and net ex works (EXW). Value-added tax in the statutory amount will be billed to Principal separately.
4.2 All orders with Agent under two hundred fifty (250) euros include a processing fee of fifteen (15) euros.

5. Delivery and Transfer of Risk

5.1 Delivery dates are binding upon express written confirmation. Delivery dates are deemed fulfilled when the product has been declared ready to ship by the stipulated date.
5.2 All deliveries are ex works (EXW).
5.3 All products are shipped at the risk and expense of Principal, including orders for which Agent may elect to assume shipping costs.
5.4 Should the products not be able to be shipped for reasons for which Principal is responsible, Agent is entitled to store the product at the risk and expense of Principal. In such cases, the date of storage is the delivery date; the warehouse receipt replaces the shipping documents.

6. Terms of Payment

6.1 The sale price is due net in euros within thirty (30) days of the invoice date.
6.2 Any discount is only acceptable if in accordance with the relevant information on the invoice. Discounts are determined based on the day payment is received by Agent or credit is received in one of Agent's accounts.
6.3 Principal may only withhold or offset payment with counterclaims when said counterclaims are uncontested or upheld by a court of law.

7. Retention of Title

7.1 Products remain the property of Agent until all outstanding claims against Principal have been fulfilled.
7.2 Principal will take any and all steps required by foreign law to establish record of the retention of title.
7.3 To the extent ownership of the product has not yet been transferred to Principal, Principal is required to handle the product with care and insure the same against fire and water damage as well as theft at Principal's own cost in the amount adequate for replacement. Principal bears the costs of any necessary investments, such as for maintenance or inspection work.
7.4 Should the product supplied by Agent be lawfully resold or transferred to a third party for another legal reason prior to full payment of the sale price, Principal hereby assigns to Agent all claims and ancillary rights against the buyer arising from the resale of the products subject to retention of title. In the event of the lawful processing, combination or mixture, assignment is for the invoice amount for the products of the Agent so used.
7.5 Should the value of the collateral provided to Agent exceed the secured claim by a total of more than ten percent (10%), Agent is required, at Agent's discretion, to release collateral at Principal's request.
7.6 In the event Principal defaults and upon Agent's request, Principal is required to disclose assignment to the debtor and issue to Agent all information and documents necessary to collect on the claim. Unless otherwise stipulated by Agent, Principal is authorized and required to collect the proceeds of the resold product, which directly becomes the property of Agent, and to retain said proceeds for Agent separately from other funds.
7.7 In case of doubt, title remains retained until Principal proves in the specific instance that the product has been paid for in full. In the event the product subject to retention of title is claimed by a third party, e.g., through seizure or a third party asserts a claim on the claim assigned to Agent, Principal is required to immediately notify Agent and inform the third party of the retention of title/assignment.

8. Returns (Outside of Warranty)

8.1 Returns require the express written consent of Agent. The value to be reimbursed for returns depends on the age, quality and resale value of the product.
8.2 Products that are ordered expressly custom or are not in Agent's standard product catalog are generally not eligible for return.
8.3 Principal bears the risks and expenses of shipping returned products.
8.4 Other return provisions are set forth in Agent's return policy.

9. Warranty and Liability

9.1 Obvious defects in the sale item must be reported in writing within seven (7) days of receipt and hidden defects must be reported within seven (7) days of discovery. Clearly visible defects in the product that are apparent upon receipt must be reported immediately to the shipper or carrier.
9.2 To the extent the sale item has a defect, Agent is entitled to improve or replace the item at its discretion. Should this supplementary performance fail to remedy the issue, Principle is entitled, at its discretion, to withdraw from the contract or demand a reduction in price.
9.3 Warranty claims for defects in the product expire twelve (12) months after delivery of the product to Principal (EXW).
9.4 The liability of Principal, or Principal's legal representatives or agents, is limited to intent and gross negligence provided there is not a breach of fundamental contractual obligations. This does not apply to claims for damages by Principal in the event of personal injury or harm as well as to mandatory claims pursuant to Germany's Product Liability Act and Medicinal Products Act. Otherwise, liability for damages is limited to the foreseeable losses typical to this type of contract.

10. Final Clauses

10.1 Performance may not conflict with any national or international regulations, in particular export control regulations as well as embargoes or other sanctions. The contracting party is required to furnish all information and documents necessary for export/shipment/import. Delays due to export inspections or approval processes invalidate deadlines and delivery times. Should essential permits not be issued, the affected portions of the contract are invalidated.
10.2 The contractual relationship is subject to the laws of the Federal Republic of Germany as well as the United Nations Convention on the International Sale of Goods (CISG).
10.3 Standard commercial clauses must be interpreted pursuant to Incoterms in the version valid at the time the contract is concluded.
10.4 The parties agree the legal venue for all disputes arising or in conjunction with these Terms of Sale is the municipal or district court having jurisdiction over Wittlingen. However, Agent is entitled to file suit against Principal at the legal venue having jurisdiction over the location of Principal's headquarters pursuant to the laws applicable at said location.

Last updated: March 2018

1. Scope

1.1 Our Terms of Purchase apply exclusively. We do not recognize any conflicting or deviating conditions of the contracting party ("Agent") except those expressly approved by us.
1.2 These Terms of Purchase also apply to future transactions of the same type. They apply exclusively to entrepreneurs pursuant to § 310 (1) German Civil Code.
1.3 These Terms of Purchase are an integral part of every order. Orders and all statements relating thereto are only binding in written form. Deviations from these Terms of Purchase must be expressly acknowledged in writing by Lauer Membran Wassertechnik GmbH. The waiving of the foregoing written requirement must also be made in writing.

2. Offer and Acceptance

2.1 Agent offers and quotations are not binding.
2.2 Agent must confirm every order in writing, including a binding price and delivery time. If we have not received such confirmation within eight (8) days, we are entitled to rescind the order.

3. Delivery

3.1 Performance of Agent's delivery obligation is deemed accepted when ninety percent (90%) to one hundred ten percent (110%) of the ordered quantity is delivered against a pro rated adjustment in purchase price.
3.2 The place of performance is Wittlingen unless otherwise stipulated by the parties.
3.3 The stipulated delivery date is binding. Compliance with the stipulated delivery date is based on receipt of the product at our location. We are entitled to have delivery suspended for a reasonable period of time. In such an event, the delivery time is extended by the duration of suspension.
3.4 Agent is required to promptly request from us the documents necessary to fulfill the order.
3.5 Agent is required to inform us immediately in writing as soon as it becomes apparent that delivery cannot be made on time. Agent is also required to specify the reason and the foreseeable duration of the delay. Unconditional acceptance of a delayed delivery does not constitute a waiver on our part of any claims arising from the delay. This applies until the final payment for the performance in question. Any other claims for damages remain unaffected.
3.6 Agent will, at our request, retrieve or have retrieved by a third party all accumulated wrapping, transport packaging and sales packaging from the place of performance.
3.7 Agent is required for every delivery to enclose a packing slip in duplicate containing the order number, description of the product, corresponding Lauer Membran Wassertechnik GmbH material number, and the designated delivery and unloading location. We are not responsible for any processing delays resulting from a failure to comply with the foregoing.

4. Penalty for Nonperformance

In the event of a delayed delivery, we have, in addition to a claim to performance, a claim to payment of a penalty in the amount of zero-point-two percent (0.2%) of the net order value per business day of the delay, not to exceed a total of five percent (5%) of the net order value provided Agent can demonstrate it is not responsible for the delay. Acceptance of a delivery as performance does not, even without express reservation, constitute a waiver on our part of any claims to payment for nonperformance. Claims can be asserted until final payment is rendered. Any other claims for damages remain unaffected.

5. Confidentiality

5.1 We reserve all property rights and copyrights to all documents supplied in relation to an order. They are not to be disclosed to third parties without our written consent. They are only be used to fulfill contractual obligations and are to be returned to us immediately and without solicitation following completion of the contract or nonacceptance of an order as defined in § 2; any copies are to be destroyed immediately.
5.2 Agent is required to maintain the confidentiality of all business, operating and technical matters of Lauer Membran Wassertechnik GmbH of which Agent has or will become aware through Agent's performance, including beyond the end of any contractual relationships, provided and to the extent such information does not otherwise become public knowledge or Lauer Membran Wassertechnik GmbH waives said confidentiality in writing.
5.3 Agent requires our written consent to refer to a business relationship with us in advertising.

6. Prices and Terms of Payment

6.1 The price specified in the order is binding.
6.2 Payment will be made within sixty (60) days of delivery and receipt of invoice.
6.3 For payments made within thirty (30) days, Agent grants a discount of three percent (3%) from the net amount on the invoice.

7. Retention of Title and Offsetting

7.1 The product becomes our property immediately upon transfer to us and we do not recognize any retention of title on the part of Agent.
7.2 Offsetting with counterclaims is only accepted to the extent such counterclaims are uncontested or upheld by a court of law.

8. Material Defects and Warranty

8.1 Agent is liable for the absence of defects in deliveries and services as well as for the presence of guaranteed features. In particular, Agent is responsible for products and services reflect the state of the art, generally accepted engineering and occupational safety standards, and relevant medical and pharmaceutical government and expert safety regulations, as well as comply with applicable legal regulations. Where the object of performance involves equipment, devices or systems, these must additionally meet the requirements outlined in special safety regulations for equipment, devices and systems that apply at the time of performance, and must have a CE mark.
8.2 Received goods are only inspected for obvious defects, shipping damage, and completeness and accuracy of the order. Such defects will be reported to Agent within five (5) days of receipt; other defects will be reported within five (5) days of discovery. These other defects are the responsibility of Agent during shipping inspection. To this extent, Agent waives the right to object to delayed notice of defects.
8.3 Claims for defects expire, regardless of legal grounds, no later than thirty-six (36) months after transfer of risk; longer contractual or statutory limitations remain unaffected.
8.4 In the event of defects, we are entitled to demand supplementary performance pursuant to legal provisions; the type of supplementary performance is at our sole discretion and the costs of supplementary performance are borne by Agent. Agent is required to render supplementary performance in accordance with our business needs. Should supplementary performance not be possible for a reason specified by law, we remain entitled to the other statutory rights regarding defects. Our rights from legal provisions as well as any guarantees remain unaffected.
8.5 Should Agent fail to render supplementary performance within the statutory, reasonable time period without having the right to refuse supplementary performance, we are entitled to remedy the defects ourselves or have them remedied by a third party at the cost and risk of Agent. We have the right to request an advance from Agent to cover the expenses associated with remedying a defect.
8.6 Any costs incurred by us for a receiving inspection beyond the stipulated/ordinary scope resulting from a defective delivery will be borne by Agent.
8.7 Upon remedy of the cause of the defect, the limitation period resets for portions replaced or repaired by Agent as part of supplementary performance.

9. Product Liability

9.1 Agent indemnifies us against all direct and indirect product and manufacturer's liability claims from third parties arising from a flaw in the product provided the cause falls within Agent's area of responsibility.
9.2 Agent will also reimburse us all expenses and costs incurred by us in the instances specified in the foregoing for corrective measures necessary in type and scope, such as public warnings or recalls. We will immediately notify Agent of such measures. Further legal claims remain unaffected.
9.3 Agent is required to take out adequate business and product liability insurance with a coverage of at least ten (10) million euros per claim and at least twenty (20) million euros per year, and to maintain such insurance for the duration of the contract including limitation periods. Upon request, Agent must submit a copy of the insurance policy or appropriate certificate of insurance. Further claims for damages remain unaffected.
9.4 The provisions in 9.1 and 9.2 apply mutatis mutandis to liability set forth in the German Medicinal Products Act.

10. Intellectual Property Rights of Third Parties

10.1 No third-party intellectual property rights may be violated through delivery or the utilization thereof on our part. This includes, in particular, patents, trademarks, utility models, registered designs and copyrights.
10.2 Should the utilization of a delivery on our part by hindered by existing third-party intellectual property rights, Agent must, within a reasonable period of time and at its own cost, either obtain the appropriate approval, or modify or replace the corresponding portions of the delivery such that the utilization thereof no longer violates any third-party intellectual property rights while simultaneously fulfilling all contractual obligations.
10.3 Insofar as the intellectual property rights of third parties as a result of the delivered product, Agent will, at its own cost, defend against third-party claims against us arising from violations of intellectual property rights resulting from Agent's deliveries and services. Agent indemnifies us against all claims arising from the use of such intellectual property rights provided Agent is responsible. The limitation period for these claims is three (3) calendar years from the delivery of the product.

11. Force Majeure

Circumstances resulting in a disruption to or cessation of the basis of a transaction, we are released from our obligation of prompt acceptance for the duration thereof and are entitled to withdraw from the transaction to the extent these circumstances significantly diminish our demand. Our legal rights in this event remain unaffected.

12. Supply Chain Security Standard (AEO)

Agent warrants the following:

12.1 Ordered product produced, stored, conveyed, delivered to us or accepted by us as an authorized economic operator (AEO):
(a) Is produced, stored, processed or handled, and loaded at secure facilities and secure transshipment centers
(b) Is secured against unauthorized access during production, storage, processing or handling, loading and conveyance

12.2 The personnel employed for the production, storage, processing or handling, conveyance and acceptance of such product is trustworthy

12.3 Business partners acting on behalf of Agent have been instructed that they must also take steps to secure the aforementioned supply chain

13. Final Clauses

13.1 The contractual relationship is subject to the laws of the Federal Republic of Germany.
13.2 Standard commercial clauses must be interpreted pursuant to Incoterms in the version valid at the time the contract is concluded. Should Agent or a third party authorized by Agent unload all or part of the product, or should the product be unloaded using unloading equipment belonging to Agent or a third party authorized by Agent, risk is transferred upon completion of this activity or once the product has exited the unloading equipment.
13.3 The parties will endeavor to resolve in good faith any and all disputes arising from or in relation to these Terms of Purchase. Should this not be possible, the parties agree the venue for all claims arising from or in relation to these Terms of Purchase is the municipal or district court having jurisdiction over Wittlingen. However, we are entitled to file suit against Agent at the legal venue having jurisdiction over the location of Agent's headquarters.

Last updated: March 2018