1. The following terms and conditions shall apply to each order. Other terms and conditions are only binding for us if we have explicitly recognised these in writing. Oral agreements before or upon conclusion of the contract shall require our written confirmation in order to be valid.
2. An order shall only be deemed as accepted if it is confirmed by us in writing.
3. The documents belonging to the offer such as diagrams, drawings, weight and measurement details are only approximately decisive if they are not explicitly described as binding.
4. We reserve the property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties. We undertake to only make plans described as confidential by the buyer accessible to third parties with its consent.
1. Our written order confirmation is decisive for the scope of the delivery, in the event of an offer from us with a binding time and acceptance of the offer within the deadline insofar as no timely order confirmation is available. Collateral agreements and changes shall require our written confirmation.
1. In the absence of a special agreement the prices shall be deemed ex works including loading in the plant, however excluding packaging. The value added tax in the respective applicable amount will be added to the prices.
2. The payment is to be made without any deduction free into our bank accounts stated on the invoice if not otherwise agreed.
3. We are entitled to deem all claims from the business relationship due immediately if circumstances have subsequently occurred from which a substantial deterioration to the assets can be derived or if our payment claim is in jeopardy.
This shall also apply with the deferral or acceptance of bills of exchange or cheques. Under the same pre-requisites we can request advance payments or provision of security with all regular business transactions. The statutory regulations concerning the default of payments shall remain unaffected.
4. If the payment deadline is exceeded the statutory interest on default can be charged irrespective of further rights.
5. The orderer is only authorised to offsetting against undisputed claims or claims which have been declared final and binding.
6. The invoicing is, as a rule, carried out in Euro. The Euro – amount is also decisive if foreign currency amounts are stated in addition to the Euro amount. Incoming foreign currency amounts will be credited in the amount of the Euro – proceeds generated from the foreign currency amount.
1. The delivery deadline shall begin with the sending of the order confirmation, however not before provision of the documents, permits, releases, which are to be procured by the orderer, as well as before receipt of an agreed down payment.
2. The delivery deadline shall have been adhered to if the object of delivery has left the plant or the readiness for shipment has been reported by the expiry of this deadline.
3. The delivery deadline shall be extended by a reasonable extent in case of measures within the framework of industrial disputes, in particular strike and lock-out, as well as with the occurrence of unforeseeable impediments, which are beyond our control, insofar as such impediments as proven have a substantial influence on the completion of the object of delivery. This shall also apply even if these circumstances occur at sub-suppliers.
4. If the orderer suffers damages owing to a delay, which occurred as a result of our own fault then it is entitled to demand a flat rate compensation due to for default under the exclusion of further claims, it is 0.5 % in total for each full week of the delay, however a maximum of 5 % of the value of the total delivery.
5. If the shipment is delayed at the orderer’s request, it will be charged the costs incurred by storage in case of storage in our plant, at least however 0.5% of the invoice amount for each full month, beginning one month after the report of the readiness for shipment. We are, however, entitled, after the setting and fruitless expiry of a reasonable deadline to dispose otherwise over the object of delivery and to supply the orderer with a reasonable extended deadline.
6. The adherence to the delivery deadline presumes the fulfilment of the orderer’s contractual obligations.
1. The risk shall pass to the orderer no later than with the despatch of the delivered parts, even if partial deliveries are made or if we have other payments still e.g. have taken over the shipping costs for the delivery to the location and installation. At the orderer’s request, at its costs, the shipment will be insured by us against theft, breakage, transport, fire and water damages as well as other insurable risks.
2. If the shipment is delayed as a result of circumstances, for which the orderer is responsible, then the risk shall pass to the orderer from the day of the notification that the goods are ready for shipment; however we are obliged to procure the insurances, which it requests, at the request and costs of the orderer.
3. Delivered objects are, also if they feature substantial defects, to be accepted by the orderer irrespective of the rights from Section VII.
4. Partial deliveries are permitted.
1. We reserve the property to the object of delivery until the receipt of all payments from the supply contract.
2. We are entitled to insure the object of delivery against theft, breakage, fire, water and other damages at the orderer’s costs, if the orderer has not conclude the insurance itself as proven.
3. The orderer is entitled to process our products or to connect these with other products within the framework of its proper business transactions. We shall acquire co-ownership to the objects produced by the processing or connection in order to secure our claims stated in Subclause 1, that the orderer hereby assigns us now already. The orderer shall hold the objects subject to our co-ownership in safekeeping free of charge. The amount of our co-ownership share will be determined according to the ratio of the value, which our product and the object produced by the processing or the connection have.
4. The orderer is entitled to resale in the customary course of business. This right is revocable and shall always lapse in the event that payments are suspended. The orderer hereby now already assigns us all claims with secondary rights to which it is entitled from the resale, we hereby accept this assignment. The assigned claims serve to secure all claims according to Subclause 1. The orderer is entitled to collect the assigned claim as long as we have not revoked this authorisation. The collection authorisation shall also lapse without an explicit revocation if the orderer suspends its payments. At our request he orderer has to inform us immediately in writing to whom it has sold the goods and to which claims it is entitled from the sale as well as to issue us a publicly certified deed concerning the assignment of the claims at its costs.
5. The orderer is not entitled to other disposals over the objects which are subject to our reservation of title or co-ownership or over the claims assigned to us. The orderer has to inform us immediately of any attachments or other legal impairments of the objects/claim belonging to us in full or in part.
6. We are entitled at all times to request the hand-over of the goods belonging to us if the orderer is in default with a payment or its asset circumstances have deteriorated substantially. If we exercise this right then it will only be deemed a cancellation of the contract – irrespective of other mandatory statutory provisions – if we explicitly declare this. Storage, transport and other costs as a result of taking the goods back shall be for the expense of the orderer.
7. If the realisable value of the collateral items existing for us exceeds our claims by 10 % we will accordingly release collateral items at our choice at the orderer’s request.
1. The assumption of guarantees or assurances, which go beyond our technical specifications, require a written form.
2. The submission of the offer by us does not mean that we assure the suitability of the offered object for the stated purpose.
3. Operating times stated in the technical documents (TBO) shall be deemed as maximum operating time and do not correspond with a minimum useful life. The useful life is rather dependent on the maintenance and the operation, thus the use as intended.
4. The customer undertakes to report possible defects to the deliveries and services provided by us immediately as soon and as far as it has determined these.
5. In the event of the faulty condition of our deliveries and services the customer (as consumer) can request subsequent fulfilment. (Section 439 BGB).
Subsequent improvement or substitute delivery shall be carried out towards entrepreneurs at our choice.
If the subsequent improvement or substitute delivery fail and if no further attempts at subsequent improvement can be deemed reasonable for the customer, the customer is at its choice entitled to cancel the contract or to request a corresponding reduction.
6. In the event of the applicability of the UN Convention on Contracts for International Sale of Goods, the provisions of the CISG shall apply.
7. We do not assume any warranty for damages, which were caused due to the following reasons:
8. The documents of the aircraft manufacturer or the model supervisor shall also apply to the qualified re-installation of an overhauled or repaired aircraft engine in addition to the general care and attention. The absence of such documents shall not mean that e.g. the proper cooling does not need any special care and attention.
9. Insofar as we are held liable in these or other cases (e.g. the breach of secondary obligations – in particular instructions for the operation and maintenance of the object of delivery), which is not the object of the provisions under warranty law, this shall be limited to the typical contractual, foreseeable and average damages.
10. This shall have no effect on claims of the customer for product liability. The aforementioned restrictions to liability shall not apply either with physical injuries or health impairments which are attributable to us or with the loss of the customer’s life.
11. Our liability will not be revoked for thus arising consequences by changes or repair work possibly carried out improperly by the orderer or a third party or without our prior consent.
1. Der Besteller kann vom Vertrag zurücktreten, wenn bei einer Bestellung gleichartiger Gegenstände die Ausführungen eines Teils der Lieferung der Anzahl nach unmöglich wird und er ein berechtigtes Interesse an der Ablehnung einer Teillieferung hat; ist diese nicht der Fall, so kann der Besteller die Gegenleistung entsprechend mindern.
2. Liegt Leistungsverzug im Sinne des Abschnittes IV. der Lieferbedingungen vor und gewährt der Besteller nur eine angemessene Nachfrist mit der ausdrücklichen Erklärung, dass er nach Ablauf dieser Frist die Annahme der Leistung ablehne, und wird die Nachfrist nicht eingehalten, so ist der Besteller zum Rücktritt berechtigt.
3. Tritt die Unmöglichkeit während des Annahmeverzuges oder durch Verschulden des Bestellers ein, so bleibt dieser zur Gegenleistung verpflichtet.
4. Der Besteller hat ferner ein Rücktrittsrecht, wenn wir eine ihm gestellte angemessene Nachfrist für die Ausbesserung oder Ersatzlieferung bezüglich eines von ihm zu vertretenden Mangels im Sinne der Lieferbedingungen durch sein Verschulden fruchtlos verstreichen lassen. Das Rücktrittsrecht des Bestellers besteht auch bei Unmöglichkeit oder Unvermögen der Ausbesserung oder Ersatzlieferung durch uns.
1. The goods delivered by us may only be exported to other countries than stated with the order in a non-installed condition with our written consent. This shall not apply to transports within the territory of the Common Market.
2. In the event of a breach of applicable export law, apart from the claim for damages, we are also entitled to cancel ongoing orders. The damages shall at least extend to down payments made as well as interest on default according to Par. IV.5.
3. The recipient /orderer is responsible for the compliance with the German, European and US export law as well as all further relevant statutory regulations and provisions. For the event that an official intervention takes place into the business, all down payments made shall pass to Limbach Flugmotoren subject to further claims for damages.
1. A mutual recognition is necessary for the scope of the work that is to be carried out as well as the personnel required.
2. If this is not available our written order confirmation is decisive for the scope of the work that is to be carried out, not however for the amount of the prices.
3. If the assembly or commissioning is delayed by circumstances on site at the orderer without our fault the orderer has to bear all costs for the waiting times and further necessary trips of the service personnel.
4. The costs for the outward and return journey and for transporting the baggage and the tools are to be borne by the orderer, whereby in an individual case a cost-effective type of transport will be chosen, which corresponds with the special conditions.
5. The orderer is requested in the interest of the smooth business flow to issue the certificate for the start and end of the work to the service personnel immediately.
6. With the provision of service personnel the hourly rates that are generally valid and to be settled on the day of execution of the work will be invoiced to the orderer.
7. Overtime as well as Sunday, public holiday and night work requested by the orderer will be settled with the corresponding surcharges.
1. If the orderer is a merchant, legal entity under public law or a public special fund, our registered seat is the place of performance for all obligations from the contractual relationship. In this case our registered seat is further agreed as an exclusive place of jurisdiction for all disputes from or in connection with the contractual relationship. We are, however, at our choice also entitled to file an action at the registered seat or a branch of the customer or the place of assembly services provided by us.
2. The contract is subject to the law of the Federal Republic of Germany. The application of the legal standards of the German law of conflicts, insofar as they refer to a foreign legal system, as well as the Hague Standard Purchase Law, the standard UN Convention on Contracts for the International Sale of Goods or other Conventions concerning the right to sell goods is excluded.
3. Should despite Subclause 2 with contracts with orderers overseas, owing to statutory provisions of the buyer countries, individual provisions of these Terms of Delivery be invalid, such valid regulations shall be deemed as agreed instead, which shall as far as possible correspond with the sense and purpose of the invalid provision. Insofar as necessary the orderer is obliged to take all measures to achieve this aim.
4. The contract shall also remain binding with its other parts in case of the legal invalidity of individual provisions. Such valid regulations shall be agreed to replace the invalid provisions, which shall as far as possible correspond with the sense and purpose of the invalid provisions.