Terms and Conditions

Table of Contents

1. Scope of Application
2. Conclusion of Contract
3. Prices and Payment Terms
4. Delivery and Shipping Conditions
5. Granting of Usage Rights for Digital Content
6. Force Majeure
7. Delay of Performance at Customer's Request
8. Retention of Title
9. Liability for Defects / Warranty
10. Liability
11. Statute of Limitations
12. Right of Retention, Assignment
13. Special Conditions for the Processing of Goods According to Specific Customer Requirements
14. Applicable Law, Place of Jurisdiction

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter "GTC") of Leitenberger Mess- und Regeltechnik GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods concluded by an entrepreneur (hereinafter "Customer") with the Seller regarding the goods displayed in the Seller's online shop. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 These GTC shall also apply exclusively if the Seller performs the delivery to the Customer with knowledge of conflicting or deviating terms and conditions of the Customer without special reservation.

1.3 These GTC shall apply mutatis mutandis to contracts for the provision of digital content, unless expressly agreed otherwise.

1.4 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.

1.5 Public authorities or other institutions under public law also qualify as entrepreneurs within the meaning of these GTC if they act exclusively under private law when concluding the contract.

2) Conclusion of Contract

2.1 The product descriptions displayed in the Seller's online shop do not constitute binding offers on the part of the Seller, but rather serve for the submission of a binding offer by the Customer.

2.2 The Customer can submit the offer via the online order form integrated into the Seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the Customer submits a legally binding contractual offer regarding the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process.

2.3 The Seller can accept the Customer's offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the Customer is decisive, or
• by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer is decisive, or
• by requesting payment from the Customer after the submission of his order, or
• if payment by direct debit is offered and the Customer chooses this payment method, by debiting the total price from the Customer's bank account, whereby the time at which the Customer's account is debited is decisive.

If several of the aforementioned alternatives exist, the contract is concluded at the time when one of the aforementioned alternatives first occurs. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends with the expiry of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the Customer is no longer bound by his declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment processing is carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal user terms and conditions, viewable at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the Customer does not have a PayPal account – subject to the conditions for payments without a PayPal account, viewable at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays by means of a payment method offered by PayPal that can be selected in the online ordering process, the Seller already declares acceptance of the Customer's offer at the moment the Customer clicks the button that concludes the ordering process.

2.5 When submitting an offer via the Seller's online order form, the contract text will be stored by the Seller after the conclusion of the contract and transmitted to the Customer in text form (e.g. e-mail, fax or letter) after the Customer has sent his order. The Seller will not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller's online shop before submitting his order, the order data will be archived on the Seller's website and can be accessed free of charge by the Customer via his password-protected user account by providing the corresponding login data.

2.6 Before the binding submission of the order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the browser's magnification function, with the help of which the display on the screen is enlarged. The Customer can correct his entries within the electronic ordering process using the usual keyboard and mouse functions until he clicks the button that concludes the ordering process.

2.7 Only the German language is available for the conclusion of the contract.

2.8 Order processing and contact usually take place via e-mail and automated order processing. The Customer must ensure that the e-mail address provided by him for order processing is correct, so that the e-mails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.

2.9 If the parties have agreed on special conditions, these generally do not apply to simultaneously running and future contractual relationships with the Customer.

2.10 In the event of the Customer's economic inability to fulfill his obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer without notice by withdrawing from the contract. This also applies in the event of the Customer filing for insolvency. Section 321 BGB (German Civil Code) and Section 112 InsO (Insolvency Code) remain unaffected. The Customer will inform the Seller in writing at an early stage about impending insolvency.

3) Prices and Payment Terms

3.1 Unless otherwise stated in the Seller's product description, the prices quoted are net prices, plus the statutory value-added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies may be charged separately.

3.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases for which the Seller is not responsible and which are to be borne by the Customer. These include, for example, costs for money transfer by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also arise with regard to money transfer if the delivery is not made to a country outside the European Union but the Customer makes the payment from a country outside the European Union.

3.3 The Customer has various payment options available, which are specified in the Seller's online shop.

3.4 If a payment method offered via the payment service "PayPal" is selected, payment processing is carried out via PayPal, whereby PayPal may also use the services of third-party payment service providers for this purpose. If the Seller also offers payment methods via PayPal for which he makes an advance payment to the Customer (e.g. purchase on account or installment payment), he assigns his payment claim to PayPal or to the payment service provider specifically designated by PayPal and commissioned by PayPal. Before accepting the Seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal performs a credit check using the transmitted customer data. The Seller reserves the right to refuse the selected payment method to the Customer in the event of a negative credit check result. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or in the agreed payment intervals. In this case, he can only make payment with debt-discharging effect to PayPal or the payment service provider commissioned by PayPal. However, even in the case of assignment of claims, the Seller remains responsible for general customer inquiries, e.g. regarding the goods, delivery time, shipping, returns, complaints, declarations of withdrawal and submissions, or credits.

3.5 A payment is considered received as soon as the equivalent value has been credited to one of the Seller's accounts. In the event of default in payment, the Seller is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. The other statutory rights of the Seller in the event of default in payment by the Customer remain unaffected. If claims are overdue, incoming payments will first be credited against any costs and interest, then against the oldest claim.

3.6 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers etc.), the Seller is entitled to pass on the price increase to the Customer. However, this only applies if the delivery is to take place more than four months after the conclusion of the contract as agreed.

4) Delivery and Shipping Conditions

4.1 Goods are delivered by shipping to the delivery address specified by the Customer, unless otherwise agreed. The delivery address specified in the Seller's order processing is decisive for the execution of the transaction.

4.2 The Seller is entitled to make partial deliveries, provided this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is also entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This applies only if the non-delivery is not attributable to the Seller and the Seller has concluded a specific hedging transaction with the supplier with due care. The Seller will make all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the Customer will be informed immediately and the consideration will be refunded immediately.

4.4 The risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has delivered the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. This also applies if the Seller bears the costs of transport. Transport insurance is only provided at the express request and expense of the Customer.

4.5 In the event that the shipment of the goods to the Customer is delayed for reasons for which the Customer is responsible, the transfer of risk shall occur upon notification of readiness for shipment to the Customer. Any storage costs incurred after the transfer of risk shall be borne by the Customer.

4.6 Self-collection is not possible for logistical reasons.

5) Granting of Usage Rights for Digital Content

5.1 Unless otherwise stated in the content description in the Seller's online shop, the Seller grants the Customer a non-exclusive, spatially and temporally unlimited right to use the provided content for business purposes.

5.2 Passing on the content to third parties or creating copies for third parties outside the scope of these GTC is not permitted, unless the Seller has agreed to a transfer of the license subject to the contract to the third party.

5.3 The granting of rights only becomes effective when the Customer has paid the full remuneration owed. The Seller may provisionally permit the use of the content subject to the contract even before this time. Such provisional permission does not result in a transfer of rights.

6) Force Majeure

In the event of force majeure events affecting the performance of the contract, the Seller is entitled to postpone delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims being able to be derived against the Seller. Force majeure events are all unforeseeable events for the Seller or those which – even if foreseeable – are beyond the Seller's control and whose effects on the performance of the contract cannot be prevented by reasonable efforts of the Seller. Any statutory claims of the Customer remain unaffected.

7) Delay of Performance at Customer's Request

If the shipment or delivery of the goods is delayed at the Customer's request by more than one month after notification of readiness for shipment, the Customer may be charged storage fees of 0.5% of the purchase price for each additional month commenced, but no more than a total of 5% of the purchase price. The parties remain free to prove higher or lower damages.

8) Retention of Title

8.1 The Seller reserves ownership of the delivered goods until full payment of the purchase price owed. Furthermore, the Seller reserves ownership of the delivered goods until all his claims arising from the business relationship with the Customer have been fulfilled.

8.2 In the event that the delivered goods are processed, the Seller shall be deemed the manufacturer and shall acquire ownership of the newly created goods. If the processing is carried out together with other materials, the Seller shall acquire ownership in proportion to the invoice values of his goods to those of the other materials. If, in the event of combining or mixing the Seller's goods with an item belonging to the Customer, this item is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value or, in the absence thereof, the market value of the main item. In these cases, the Customer shall be deemed to be the custodian.

8.3 The Customer may neither pledge nor assign by way of security items subject to retention of title or other proprietary rights. The Customer is only permitted to resell in the ordinary course of business as a reseller, provided that the Customer's claims against his buyers in connection with the resale have been effectively assigned to the Seller by the Customer and the Customer transfers ownership to his buyer subject to payment. By concluding the contract, the Customer assigns his claims in connection with such sales against his buyers to the Seller by way of security, and the Seller accepts this assignment simultaneously.

8.4 The Customer must immediately notify the Seller of any access to goods owned or co-owned by the Seller or to assigned claims. He must immediately pay to the Seller any amounts assigned to the Seller and collected by him, insofar as the Seller's claim is due.

8.5 Insofar as the value of the Seller's security rights exceeds the amount of the secured claims by more than 10%, the Seller will release a corresponding portion of the security rights at the Customer's request.

9) Liability for Defects / Warranty

If the purchased item is defective, the provisions of statutory liability for defects shall apply. Deviating from this, the following applies:

9.1 Claims for defects do not arise from natural wear and tear or damage that occurs after the transfer of risk due to incorrect or negligent handling, excessive use, unsuitable operating materials, or due to particular external influences that are not assumed under the contract. If the Customer or third parties make improper changes or repair work, no claims for defects shall exist for these and the consequences arising therefrom, unless the Customer can prove that the alleged defect was not caused by these changes or repair work.

9.2 For new goods, the limitation period for claims for defects is one year from delivery of the goods. For used goods, rights and claims due to defects are excluded.

9.3 The limitations of liability and reductions of the limitation period regulated above do not apply

• for items that have been used for a building in accordance with their usual purpose and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the Customer,
• in the event that the Seller has fraudulently concealed the defect, and
• for the right of recourse according to § 445a BGB.

9.4 In the event of subsequent performance, the Seller has the choice between rectification or replacement delivery.

9.5 If subsequent performance is carried out by way of replacement delivery, the limitation period does not begin anew.

9.6 If subsequent performance has been carried out by way of replacement delivery, the Customer is obliged to return the goods originally delivered to the Seller within 30 days. The return package must contain the reason for the return, the customer's name and the number assigned for the purchase of the defective goods, which enables the Seller to assign the returned goods. As long as and to the extent that the assignment of the return is not possible for reasons for which the Customer is responsible, the Seller is entitled to accept returned goods and to