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Terms of trade: English translation


Version 899-3en

This translation of Ledato GmbH’s terms and conditions is provided as a service to our English-speaking customers. Please note, however, that the German original is the sole legally binding document, and that business conducted with us is governed exclusively by German law.

§ 1 Scope

  1. These terms of trade apply to all claims and responsibilities of both parties resulting from and in relation to conclusion of a contract between Ledato GmbH and customers who are not consumers as defined in § 13 BGB of German law.

  2. We do not recognize any customer terms and conditions that contradict or differ from these terms unless specifically agreed to in writing.

  3. These terms of trade also apply to all future business transactions with the customer to the extent that future transactions are of a similar legal nature.

  4. The application and interpretation of these terms and conditions, as well as the conclusion and interpretation of legal transactions with the customer are governed exclusively by German law. Application of UN purchasing law related to international purchasing contracts for movable objects is excluded.

 

§ 2 Contract closure and right of revocation

  1. The contract is created when Ledato GmbH accepts the order. The customer waives receipt of an order confirmation (§ 151 Satz 1 BGB). The customer is informed by Ledato GmbH of contract closure by an order confirmation or when the delivery or first partial shipment is carried out.

  2. If the customer is a consumer, he or she can revoke the contract without cause within two weeks. Cancellation shall be made in writing (e.g., by email, fax or letter) or by sending back the goods. The two-week period begins with receipt of the goods, at the latest. The cancellation period can be honored simply by sending the goods or a notice of revocation in a timely manner.

    Send cancellations to:

    Ledato GmbH
    Groß-Berliner Damm 37
    12487
    Berlin (Germany)
    Fax: +49(0)30 / 611295-60
    Email: Info [AT] Ledato.de

    This right of revocation does not exist for products that have been customized or finished according to the customer's specifications.

    The consumer must return the goods; the company assumes the costs and risks. However, the consumer bears the normal return shipping costs for orders of 40 Euros or less, unless the goods delivered are not the ones ordered.

    If the consumer is responsible for loss, destruction or damage to the goods, he or she must compensate the company for the value or loss in value.

    Our receiving department cannot accept C.O.D. shipments or packages with no return address.

    The shipping costs will be reimbursed if the goods were already damaged when delivered to the customer, have other defects, or are not the goods that the customer ordered. Returns must be sent by the least expensive means. The goods must be sent back in the original packaging and in original condition. Data storage devices, in particular, cannot be returned after the original packaging has been opened.

    If the good or service is not available, the seller reserves the right to withdraw from the responsibility of contract fulfillment and nullify the contract. In this case, the seller shall inform the customer of the unavailability promptly and refund without delay any considerations already paid by the customer.

    The seller is a natural or legal person or legally capable partnership who, for the sake of legal transactions, acts in execution of their commercial or independent professional activity.

 

§ 3 Prices and payment

  1. Unless otherwise agreed upon, our prices are net prices from our Berlin warehouse, to which packing charges and value-added taxes are added as applicable. The customer assumes the costs of packing and freight.

  2. We have the right to pass on substantial price increases resulting from increased procurement costs to the customer. After an order, Ledato GmbH will inform the customer of a price increase that has occurred in the meantime. The customer can then approve the contract at the new price. Alternatively, Ledato GmbH has the right to refuse the contract.

  3. We reserve the right to make reasonable price changes vis a vis the catalog.

  4. Each invoice balance is due within 14 days of the invoice date. The deduction of cash discounts is only permitted with specific written agreement. Interest on late payments is computed at 8% more than the current base interest rate per annum. We reserve the right to impose higher late payment penalties.

 

§ 4 Delivery and assumption of risk

  1. Delivery takes place either at our place of business (customer pickup) or by C.O.D. (cash on delivery) shipping. The customer assumes the costs and risks of shipping, from the time the goods are handed over to the shipping company, freight forwarder, or other person or establishment specified to carry out the delivery. If the customer so desires, the shipment can be insured at the customer’s own expense.

  2. In the event of acts of force majeure or delayed shipments from our suppliers, we have the right to withdraw from the contract in whole or in part.

  3. To the extent reasonable to the customer, partial shipments are allowed.

 

§ 5 Warranty, claims and liability

  1. As a precondition of the warranty, the customer must examine the delivered goods promptly after receipt for any damages or defects and report these to us immediately. The claim expires in the event of untimely reporting, unless the damage or defect could not be recognized despite diligent inspection.

  2. Deficiency claims expire 12 months after delivery. This condition does not apply if a longer period is prescribed as mandatory by law. Our consent must be obtained before returning any goods.

  3. For authorized and prompt returns, we have the option to either correct the deficiency or deliver a defect-free replacement. The deficiency will not be corrected if the repair would require unreasonable costs. If our second attempt to repair a defect does not succeed, the customer has the right (as per § 439 BGB) to demand delivery of a defect-free product, to withhold part of the purchase price, or to rescind the contract. However, the contract may not be rescinded based on negligible or immaterial defects.

  4. The customer cannot claim damages caused by delay or compensation for nonfulfillment unless Ledato GmbH displays harmful intent or gross negligence. For simple negligence, liability is limited to predictable damages; in this case, the maximum amount of damages is limited to the contract amount, but never more than EUR 1,000.00 per incident.

  5. Any further customer claims with regard to consequential damages due to defects or other factors are strictly excluded. This does not apply in the event of intentional malice, gross negligence, or the breach of basic contractual obligations. Regulations of product liability law and the right of the customer to rescind the contract remain unaffected.

  6. Fault-free goods can be returned only with our prior permission. We reserve the right to charge a restocking fee amounting to 10% of the value of the goods. The customer assumes all delivery costs and risks.

 

§ 6 Retention of title

  1. We retain title to the delivered goods until payment in full has been made for outstanding demands from the delivery contract.

  2. The customer assigns to us any receivables from the resale of reserved goods. This assignment applies regardless of whether the goods are resold with or without further processing. The customer is authorized, until cancellation, to collect debts from resale. We can, however, require that the buyer informs us of the debtor and notifies the debtor of the assignment.

  3. In the case of mixing or combining the reserved goods with goods of the customer, Ledato GmbH acquires joint ownership in accordance with the ratio of the invoice value of the reserved goods to the remaining goods.

 

§ 7 Offset and withholding

The customer does not have a right to withhold payment or offset payment against claims, unless the claim is indisputed or legally determined.

 

§ 8 Final clauses

  1. The conveyance of claims against us to a third party via the customer is permitted only with our prior written consent.

  2. The place of fulfillment for payments is the company headquarters of Ledato GmbH. For deliveries, the place of fulfillment is Ledato GmbH headquarters or the place of dispatch of the first sender acting on behalf of Ledato GmbH.

  3. The sole place of legal jurisdiction is Berlin, Germany.

  4. If individual clauses or terms of this contract are invalid, unenforceable or incomplete, the other clauses and terms remain unaffected. The parties commit themselves to agree to substitute a legally valid term that comes closest to the same business objective as the unenforceable term or best completes its intent.

  5. The German original of this document serves as the sole basis for all legal determinations.



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