General Terms and Conditions
- Deliveries and performances by the seller are only based on these general terms and conditions. Therefore they are also applicable for all future business relations, even if they were not explicitly negotiated. We hereby contradict opposing terms and conditions.
- Exceptions to these terms and conditions are only valid, if the seller accepts them in written form.
- The performance data other specifications, drawings and technical data displayed in advertising folders, brochures, catalogs, newsletters, info mails, advertisings, price lists and so on are not binding, as long as they were not specifically termed to be binding in the acceptance of order.
- Our offers are always without obligation. Legally they are to be considered as an invitation to make an offer. The order is only accepted by us, when it is confirmed by us in a written form.
- Defining the extent of the delivery or the performance are our acceptance of order and the following terms. Any change is subject to our written confirmation.
- To be effective oral agreements before or during the conclusion of the contract are subject to our written confirmation.
- These terms replace our former conditions of delivery. They are valid until new conditions of delivery are coming into effect, also for all future orders by the customer.
- Whenever the extent of the delivery includes ceding software to the customer the following is applicable: Any rights, especially copyrights like exploitation rights or the right of reproduction remain with us in principle, unless we transferred them to the customer, based on a written agreement. The customer is only granted a right to use the software for the purposes stated in the contract or if it is in the nature of things.
- Binding dates or periods of delivery are subject to a written form. Periods of delivery begin with the conclusion of the contract. Agreed dates of delivery are not valid in case of subsequent changes.
- Dates and periods of delivery are observed when the product leaves the factory or the storage of the seller in time or whenever the product is deemed ready to be shipped in case of shipping.
- The seller is entitled to partial deliveries or performances at any time.
- The right of changes in construction or shape as well as changes of the extent of delivery on the part of the manufacturer is reserved during the period of delivery, as long as the item is not radically changed and the changes are reasonable for the customer.
- We are entitled to allocate payments on the oldest claims
4. Terms of payment:
- The bills of the seller are due immediately unless otherwise agreed.
- A payment is only considered complete whenever the seller is in funds. In case of checks the payment is only considered complete whenever the check is cashed.
- The seller is not obligated to accept checks or to give change.
- If the customer is in default, the seller is obligated to claim 8% interest above the base lending rate of the European Central Bank from this point on. This does not exclude the claim of a higher loss.
- If the customer is in default, especially if a check is not cashed or the customer suspends his payments, or if the seller learns about other circumstances that leave the credibility of the customer in doubt, the seller is entitled to demand a prepayment or a safety deposit. The right to step back from the contract is not touched by the demand of a prepayment or a safety deposit.
- The customer can only set off against the claims of the seller if the opposing claim is beyond controversy or there is an executor title. Same is applicable for the retaining lien.
5. Property Reservation:
- Until full payment has been received and all claims resulting from our business relations are fulfilled all items remain our property.
- The customer has the right to process or to combine our products in the scope of his business. We gain co-ownership for each of these processed or combined products, which the customer already confers upon us, to secure our demands mentioned in Number 1. The customer has to save the items that are subject to our co-ownership free of charge as an accessory obligation. The extent of our co-ownership depends on the value, that our product and the item that resulted from the processing or the combination at the time of processing or combining.
- The customer has the right to resell in proper trading for money or property reservation. The customer already transfers all claims and accessory obligations resulting from the resale of our products on us in full, irrespective of the fact if our product was processed or not. The ceded claims assure our demands in Number 1. The customer has the right to collect the ceded claims. We have the right to repeal the customer’s rights out of Number 3, if he does not attend to his contractual obligations, especially when he is in default of payment. These rights expire without explicit repeal, when the customer lacks payments longer than temporarily.
- On our behalf, the customer has to notify us in written form who he sold the items that we own or rent to and what claims he is entitled to by the resale, as well as providing us with officially authorized documents about the transfer of the claim at his own expense.
- The customer is not entitled to other funds committed to items that we own or rent or to claims transferred to us. The customer has to notify us about garnishment, other legal disturbances or claims concerning the items we own or rent. The customer pays the expenses necessary for clearing the access of third parties on our property acquired under reserve or safety property and to replace these items, as long as they cannot be drawn by third parties.
- We are entitled to demand the delivery of our property acquired under reserve or safety property, in case of default of payment or any other violation of essential contractual obligations on his side. If we exercise this right, a rescission of the contract is only effective if we specifically declare so.
- The request for insolvency proceedings entitles us to step back from the contract and demand immediate return of our delivery.
- Whenever the value of the collaterals that exist for us exceeds 10% of our claims we will release collaterals so far if the customer demands so.
6. Reduction of customer’s assets, terms and conditions:
- If the customer becomes insolvent after signing the contract, is there an insolvency proceeding on his assets, or are there any circumstances after signing the contract that influence the customer`s credit rating significantly we are entitled to deny delivery until the reward is effective or the collateral for it is provided. Same is true if we learn about the facts supporting the significant reduction of the customer`s assets without fault after signing the contract, even if they existed before conclusion of the contract.
- If the customer does not bring the reward in a reasonable amount of time and if he does not provide any collateral in a reasonable amount of time we are entitled to withdraw from the contract or demand compensation. If we choose compensation we are entitled to charge a generalized compensation of 15% of the contract’s value (including sales tax). Proof of a lower or higher damage reserved.
7. Delivery and default in delivery:
- The acknowledgment of order from LAUNCH Europe GmbH is decisive for the amount of the delivery, in case of an offer with a time binding and acceptance of the offer within the time limit, if there is no acknowledgment of order in time. Supplements and changes of the agreement are subject to written confirmation of LAUNCH Europe GmbH.
- Partial deliveries are allowed. They are considered independent deliveries.
- The route and means of transport are the choice of LAUNCH Europe GmbH excluding all liabilities.
- LAUNCH Europe GmbH reserves the right of correct and timely self-delivery.
- The period of delivery is to be agreed upon separately and begins the day of sending out the written acknowledgement of order by LAUNCH Europe GmbH, but not before making sure of the details of the order. It is kept when the items are brought to delivery at the end of the period or – if the customer took care of the pick up as an exception – the readiness for shipment is in order by LAUNCH Europe GmbH. The fulfillment of the delivery period requires the timely completion of all contractual obligations by the customer.
- If LAUNCH Europe GmbH is detained the fulfillment of their delivery commitment through higher law – for example z. B. official directive, breakdown, strike, lock out, delay in the delivery of supplemental raw materials – ,including the suppliers of LAUNCH Europe GmbH, that LAUNCH Europe GmbH could not avert despite their care appropriate for those cases, the delivery period extends in a reasonable amount if the delivery or the performance does not become impossible.
8. Transfer of hazards and Receipt:
- The hazards for the delivered items is transferred to the customer when leaving our factory premises at the latest, even in case of partial deliveries or if we provide other services like shipping costs or delivery.
- If the delivery runs late for reasons the customer is responsible for, the hazards are transferred to the customer from the day the item is ready for shipping. This is also applicable in case the customer wishes to store it in our facilities.
- Delivered items are to be accepted even if there are minor defects or if it is a partial delivery. This does not touch the customer´s rights concerning our liability for defects.
- The customer is responsible for the deposit.
9. Assembly, Maintenance and Repair:
- We carry out agreed assembly maintenance and repair works based on the following guidelines. The customer is liable for the timely and professional completion based on the information, drawings and other documents provided as mentioned in the acceptance of order, as long as he has to provide any intermediate inputs. The customer has to assure that his intermediate inputs are accordingly before the date of assembly maintenance or repair that we have to name him. If no work is possible for us due to reasons caused by the customer, he has to pay for our wasted drive. Same is applicable for performances on computer systems. In this case the customer is responsible for securing his data that might be endangered by our work.
- The cost for transporting the items to be assembled is paid by the customer like helping to unload or else unless otherwise agreed upon.
- The customer also has to assure on his costs that the facilities are feasible for the assembly as well as that there is a sufficient power supply.
- As long as there is nothing else agreed upon our work is billed based on the hourly rate valid at the time of work according to the time and complexity of work. Billed are also additional costs for lodging, drive and release.
- The customer has to make sure our work is completed properly immediately and to approve it or to notice defects. The performance is approved as soon as the item is placed in service. It is also approved if there is no written and reasonable notification of defects in a period of one month after completing the work. Untouched is the customer´s right to notify us about defects noticed later and demand clearance as part of our defects liability.
- Changed parts become our own without compensation unless we charge the customer for it.
- The customer has no right to installation and assembly through LAUNCH Europe GmbH by the purchase.
- The customer has to install the equipment by a professional company otherwise there is no warranty on the equipment.
- Claims for damages of customers resulting from positive violation of contractual duty, the violation of duties at contract negotiations, delay or default caused by delay or impossibility from unlawful actions and if there is a contract for service because of default, is excluded. This is not applicable if the seller his appointed representatives or assistants have acted against their duty violating life, body or health in any way or if they acted deliberately or grossly negligent concerning other damages.
- The limitation period to claim shortcomings is one year for contractors in terms of §14BGB. Any warranty is excluded for used goods.
- The warranty period begins with the delivery of the goods to the customer. Any warranty is excluded if operating instructions or service manuals are violated, wrong assembly, lack of maintenance, misuse, change of the products or parts is done or if parts are used that do not comply with the original specifications. The warranty also excludes improper use, abrasion, major force, vandalism, circumstances outside the manufacturer’s control and use of force.
- If there are shortcomings, the customer only has the right at first to demand termination of the shortcomings. Only if termination of the shortcomings did not work or is not reasonable for the customer or it is denied by the seller, the customer can cancel the purchase or lower the price.
- The warranty for diagnosis equipment includes the following: change of spare parts, work time, free return-shipment. The warranty period starts with the registration on the LAUNCH website, else with the date of the purchase.
- For field work only free changing of spare parts and return-shipment is applicable as well. LAUNCH does not bear any expenses for work or shipping of the distribution partners or final customers. The warranty period begins with the date of purchase of the distribution partner, and if that cannot be retraced from LAUNCH.
- The warranty standard has to match those of LAUNCH Europe GmbH.
- The paragraphs before include the warranty standards exclusively for our products and exclude any other claims for warranty. This does not include claims due to missing vested features
12. Transport and Damage Insurance:
- Insurance for damages caused by transport, loss by transport or damages is only effective if explicitly demanded by the customer on his wish and his costs.
- Obvious damages of the goods are to be reported immediately at arrival in written form by the customer including form and amount of damage.
- Damages caused by transport or missing parts have to be determined by railroad certified stock-checking or equal evidence and to be acknowledged in the accompanying documents (way bill for example).
- Existing claims resulting from transport damages and missing parts are to be transferred to LAUNCH Europe GmbH if demanded by the customer.
- All technical or business information stemming from us (including characteristics that can be gathered by items or software that was handed over, or other knowledge or experience) are to be kept secret versus third parties, as long and as far as they are not evidently publicly common or meant by us to be resold by the customer, and may only be provided to those persons in the customer´s business that are sworn to secrecy; they remain our solemn property. Such information may not be duplicated or used for business without our written permission. All information stemming from us (where applicable including copies and notes) and loaned items have to be returned immediately and in full or to be destroyed on our request.
- We reserve all information named in Number XIII. 1 (including copyright and the right to report business safety rights, like patents, utility models, semiconductor rights etc.).
14. Purchase order change or Cancellation:
- If the customer cancels changes or wishes to fix a new delivery date concerning an order taken by us until 4 weeks before the planned date of delivery, and we agree to this cancellation or change, we are entitled to demand a general expense allowance which is 10% of the value of the order in question. A cancellation or change of the order less than 4 weeks before the planned delivery date is generally excluded.
- In case of software orders a change or cancellation is not applicable after effectuation.
- In case of product orders a change or cancellation is not applicable after loading/ take out, otherwise we reserve the right to take an expense allowance which is 10% of the value of the order.
- Container orders are generally excluded from cancellation.
- In case of orders concerning LAUNCH standard products a change or cancellation is not applicable one week after receipt of the acceptance of order, otherwise we are entitled to take an expense allowance which is 30% of the value of the order.
- Orders subject to customer´s specifications are excluded from cancellations.
15. Place of execution, legal venue, applicable law:
- If an ordinance of these circumstances and of the further reached agreements should be or become ineffective, the validness of the agreement as a whole is not touched. The contractual partners are obligated to replace that ineffective ordinance with another ordinance that should be as equal as possible concerning the economic success.
- Legal venue is 50171 Kerpen or on our choice the seat of the business, that executes the order, if the customer is a sales man or does not have a general domestic legal venue or moves his place of residence or his ordinary haunt out of the country or his place of residence or his ordinary haunt is unknown at the time of filing the complaint. We are also entitled to call a court of law that is responsible for the seat of the customer´s business or one of his branch offices.
- German law only is applicable for all legal relations between us and the customer excluding the collisions right and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16. General Regulations:
- If one or more ordinances of the aforementioned regulations should be or become ineffective in part or as a whole or be impossible to enact, the validness of the other regulations is not touched.
- If an ordinance of these business regulations or an ordinance subject to other agreements should be or become ineffective, the validness of the other regulations and agreements is not touched. The ineffective ordinance is replaced by another ordinance that should be as economically equal as possible. Same is true if and as far as there are openings in these business regulations.