Services provided by Lindörfer + Steiner GmbH occur exclusively based on these Terms and Conditions. The client recognizes the Terms and Conditions currently in force at the time of placing the order. They are also valid for all future orders until being revoked, even if they have not been expressly taken as a basis. Term and Conditions of individual clients that deviate from these can principally not be recognized.
Deviations from these Terms and Conditions are only effective, when Lindörfer + Steiner GmbH confirm these in writing and are only valid for the order for which they have been confirmed.
Subsidiary agreements, undertakings and other declarations by the staff of Lindörfer + Steiner GmbH or by agents engaged by them are only binding if they have expressly been confirmed in writing by Lindörfer + Steiner GmbH. This also applies to changes to these clauses.
2. Implementation of orders
The orders accepted by Lindörfer + Steiner GmbH are carried out according to the recognized rules of the technology and – if no agreements to the contrary have been made in writing – in the usual way they are handled at Lindörfer + Steiner GmbH.
Lindörfer + Steiner GmbH has the right to let carefully sought out subcontractors who appear suitable carry out the services ordered.
If the client or third parties engaged by it provide assistance in the implementation of orders, the relevant applicable provisions in each case must be observed (laws, regulations, accident prevention rules, administrative guidelines, VDE provisions and DIN norms among others). In this respect, Lindörfer + Steiner GmbH takes no responsibility.
3. Deadlines, delay and impossibility of performance
The date fixed in writing in the order confirmation is regarded as the delivery deadline, in as far as the client has supplied all the documents to be provided by it, within the period of time agreed for this: permits, clearances, etc.
Damage claims due to delay in services are excluded in as far as there is no gross negligence or deliberate act.
Damage claims due to subsequent impossibility to deliver performance of the service to be rendered are excluded in as far as they are not based on gross negligence or deliberate intent and in as far as substantial legally protected items or insurable damages have not been affected.
Events of force majeure, industrial disputes, disturbances or official measures as well as other exceptional, unpredictable and unavoidable events at Lindörfer + Steiner GmbH or in the area of our supplier firms exempt Lindörfer + Steiner GmbH from its performance obligation for the duration of the disruption and the scope of its impact. This also applies if these events occur at a time in which there is already delay in performance on the part of Lindörfer + Steiner GmbH. If the obstruction lasts longer than two months, Lindörfer + Steiner GmbH is exempted from its performance obligation. If the performance time is extended in the above-mentioned cases or if Lindörfer + Steiner GmbH becomes exempted from its performance obligation, any damage claims and rights of withdrawal of the client derived from this do not apply.
4. Guarantee and liability
Lindörfer + Steiner GmbH’s guarantee encompasses only the services expressly commissioned according to clause 2.1.
In case of justified and timely notification of defects, Lindörfer + Steiner GmbH is bound to rectification. In the case of rectification failing on two occasions, the client has the right to request a reduction in remuneration or cancellation of the contract.
The period of guarantee is two years from the delivery and/or performance.
Lindörfer + Steiner GmbH only assumes liability for an agreed quality of the objects and work, especially for the fact that the service is suitable for the purposes of the client, if the service is defective and Lindörfer + Steiner GmbH is at fault in this respect, or if a corresponding written guarantee has been made. Liability for consequential damages caused by the defect(s) arising from breaches of duty or in relation to a guarantee of quality is excluded, provided that the duty breached or the guarantee of quality does not aim specifically to protect against such consequential damages. Client claims from a guarantee in the sense of § 443 BGB (German Civil Code) remain unaffected.
If a flaw that does not represent a guaranteed quality is due to a circumstance where Lindörfer + Steiner GmbH is responsible or if Lindörfer + Steiner GmbH infringes on a contractual obligation, Lindörfer + Steiner GmbH is liable for damage to the client in case of only minor negligent causing of damage up to the amount of 500,000 EUR per order for material damage and up to 300,000 EUR for financial loss. For advanced damage claims, clause 5 applies.
Compensation for expenses claims according to § 635 (2) BGB (German Civil Code) remain unaffected.
The limitation of liabilities in clauses 4.4 and 4.5 also apply with regard to the personal liability of employees of Lindörfer + Steiner GmbH as well as agents engaged by it, especially technical experts.
Guarantee claims do not arise if the fault can be ascribed to infringement of operating, maintenance and installation regulations, unsuitable or inappropriate use, faulty or careless handling and natural wear and tear, or interventions by the client or third parties in the service to be rendered.
5. Advanced liability
Except in cases of deliberate intent, gross negligence, bodily injuries or liability according to the Product Liability Act (Produkthaftungsgesetz), all other claims by the client for direct and indirect damages – no matter on what legal grounds – especially claims for damages due to breach of duty or non-permitted handling and for compensation for damages that did not occur on the subject of the contract itself, are excluded, in as far as they go beyond the liability and guarantee assumed by Lindörfer + Steiner GmbH in clauses 4.2 to 4.9. This also applies with regard to personal liability of the employees of Lindörfer + Steiner GmbH as well as the agents engaged by it, especially technical experts.
6. Remuneration and payment terms
For calculation of services, the charges apply according to the fee schedule applicable for Lindörfer + Steiner GmbH at the signing of the contract in each case, in as far as a fixed price or other assessment basis has not been expressly agreed. Where there is no applicable fee schedule, individual contractual regulations are made in each case.
Charges are subject to the statutory VAT amount legally in force in each case. The VAT is shown separately in invoicing.
Suitable advances on costs can be requested and/or invoices for partial delivery issued for services already performed. Invoices for partial delivery do not have to be described as such. The receipt of an invoice does not mean Lindörfer + Steiner GmbH has included the full amount for the order.
The charges according to clause 6.3 and/or charges in a final invoice after acceptance of the work are due within 14 days after invoicing, in as far as there is no written agreement to the contrary. While the client is in default, Lindörfer + Steiner GmbH has an interest claim on the outstanding invoice amount of 8 percentage points above the base rate of interest per annum. The client enters default by an overdue notice or 30 days after receipt of the invoice. If a payment target date is agreed, the client is in default when the payment target date has passed. § 286 BGB (German Civil Code) remains unaffected.
Complaints regarding invoices have to be notified and justified in writing within a limitation period of 14 days after receipt of the invoices.
Reservation of proprietary rights
The goods remain in our ownership until the complete and final payment of the purchase price. Before transfer of ownership, pledging, assignment as security, processing, association, further sale or other usage is not permitted without our prior written consent.
If the goods subject to retention of title are nevertheless handled or processed, our reservation of property rights extends to the entire new product. In case of processing or association with third-party articles, we acquire proportional joint ownership of the new product. The proportion is determined according to the value the items had at the time of processing or association.
If the goods subject to retention of title are associated with a main article, you hereby already transfer your rights to the new product to us. If you associate or mix the goods subject to retention of title with a third party’s main article in return for payment, you hereby already transfer your payment claims against the third party to us.
If the value of the securities surrendered to us exceeds our claims, we are obliged to release securities according to our choice at your request. In case of assertion of the reservation of proprietary rights by us, withdrawal only exists when we declare this in writing.
If goods with obvious damages on the packaging or content are delivered, you have to immediately lodge a complaint in this regard to the forwarding agent/carrier and refuse acceptance as well as immediately contact us so that we can uphold any rights vis-à-vis the forwarding agent/carrier, regardless of your guarantee rights. Defects in item(s) which are not obvious are – likewise regardless of any guarantee rights – to be reported to us as soon as they have been discovered, so that any guarantee claims vis-à-vis the forwarding agent/carrier can be upheld.
Withdrawal from contract
If the client withdraws from the contract without Lindörfer + Steiner GmbH being responsible for this, then Lindörfer + Steiner GmbH is due the claims regulated in § 649 BGB (German Civil Code). Instead of the claims arising from § 649 BGB, Lindörfer + Steiner GmbH can claim an all-in amount of 15% of the total price for its expenditures and the lost profit. This all-in claim is not due to Lindörfer + Steiner GmbH if the client proves that the amount arising from § 649 BGB is substantially smaller than the all-in amount.
7. Non-disclosure, copyright and data protection
We may produce copies of documents relinquished to us for inspection or handed over for the execution of orders.
As far as assessments, consultation concepts and similar have been created in the course of implementation of the order, which are subject to the protection of copyright law, here Lindörfer + Steiner GmbH concedes a simple, non-transferable right of use to the client, in as far as this is necessary according to the contractual purpose. Other rights are expressly not transferred together; especially the client does not have the right to change assessments, consultation concepts or similar (processing) or to use these in any way outside of their business operation.
Lindörfer + Steiner GmbH, its employees and the technical experts engaged by it, will not unauthorizedly disclose and exploit business and operational relationships which become known through exercising the activity, outside of implementation of the order. 7.4 )
Lindörfer + Steiner GmbH also processes and uses personal information exclusively for its own purposes. For this, it also utilizes data processing systems. To fulfil the data protection requirements of the Annex to § 9 BDSG (German Federal Data Protection Act), it has carried out technical organisational measures that guarantee the security of the databases and data processing sequences. The staff employed in processing are obliged and held by the BDSG to strict adherence of all data protection provisions.
8. Governing law, place of jurisdiction and place of fulfilment
The contractual relationship and all legal relationships from it are exclusively subject to the law in force of the Federal Republic of Germany between domestic contractual partners to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction for the assertion of claims for both contractual partners is Bretten, in as far as the conditions according to § 38 of the Code of Civil Procedure (Zivilprozessordnung).
The place of fulfilment for all the obligations arising from the contract is Bretten.
9. Scope of application and miscellaneous
These Terms and Conditions are applicable vis-à-vis companies as well as corporate bodies under public law and special funds under public law in the sense of § 310 BGB (German Civil Code), in as far as nothing deviating from this has expressly been determined.
If the client does not belong to the § 310 BGB (German Civil Code) category of bodies, designated in clause 9.1, these Terms and Conditions apply with the following stipulation: the order deadlines specified by Lindörfer + Steiner GmbH are binding, contrary to clause 3.1. Clause 6.4 applies with the stipulation that the amount of the default interest is 5 percentage points above the base interest rate per annum. Clause 8.2 applies with the stipulation that the place of jurisdiction is agreed to be Bretten in case the client moves its headquarters, domicile or usual residence outside the scope of application of the law of the Federal Republic of Germany or if its headquarters, domicile or usual residence is unknown at the time of commencement of proceedings. Clause 8.3 does not apply.