General Terms and Conditions of Sale and Delivery of c LEcta GmbH for CUSTOMERS located in Germany (“GTC”)
valid as of January 2021
§ 1 General Information
(1) These Terms and Conditions of Sale and Delivery are the basis for all deliveries of products and services (“DELIVERY”) by the company c LEcta GmbH (“c LEcta”) to contractual partners or the acting branches which have their registered office in the Federal Republic of Germany (“CUSTOMER”) (products and services hereinafter referred to jointly as “PRODUCTS”). They apply exclusively to businesses (any individual or legal entity acting in a professional capacity when purchasing) and to public-law entities or special funds under public law.
(2) These terms expressly take precedence over any opposing or supplementary Terms of Business of the CUSTOMER (“ToB”). The ToB apply only if c-LEcta expressly declares in writing its agreement to their inclusion. Silence on the part of c-LEcta regarding such ToB does not imply recognition or consent to them, including for future contracts.
(3) These GTC apply instead of any ToB, even if the ToB state that acceptance of an order for a DELIVERY provides for unconditional recognition of the ToB, or if c-LEcta makes a DELIVERY in spite of the CUSTOMER’s indication that its ToB apply, unless c-LEcta has expressly waived the application of its GTC. The exclusion of the ToB also applies if the GTC do not include any separate arrangement on the individual items to be regulated. By accepting c-LEcta's order confirmation for the DELIVERY to the CUSTOMER, the CUSTOMER expressly recognizes that it waives its legal objections derived from the ToB.
(4) If the parties agree in writing by mutual accord to individual provisions that oppose these GTC, then these take precedence over the GTC.
§ 2 Information/consultations/guarantees
(1) Information and explanations regarding c-LEcta’s PRODUCTS or of its sales agents are given based exclusively on c-LEcta’s prior experience and do not constitute any type of characteristics or guarantees with respect to the PRODUCTS. Unless there is an agreement signed by authorized c-LEcta employees that expressly stipulates otherwise regarding the PRODUCTS, c-LEcta does not guarantee that the PRODUCTS are suited for the purpose intended by the CUSTOMER.
(2) c-LEcta assumes a consulting obligation only expressly through a separate, written agreement.
(3) A guarantee is considered to be extended by c-LEcta only if it has been described a characteristic and/or a result in documents signed by authorized c-LEcta employees.
(4) c LEcta assumes a procurement risk only if c-LEcta has described the procurement risk in writing with “we assume the procurement risk.”
§ 3 Samples
(1) The characteristics of samples (“SAMPLES”) form part of the contract only if this has been expressly agreed. The CUSTOMER commits not to make available to third parties the SAMPLES and their associated data, cost estimates, and documents, unless c-LEcta grants its express consent in writing. The CUSTOMER is not entitled to use and distribute the SAMPLES. c-LEcta reserves all property rights and copyrights to the SAMPLES, data, cost estimates, and other documents provided. On request, the SAMPLES, data, cost estimates, and other documents must be returned to c-LEcta if an order associated therewith is not issued to c-LEcta or such an order is terminated.
(2) If c-LEcta provides SAMPLES to the CUSTOMER, the latter commits to using the SAMPLES only for internal evaluation purposes or testing purposes or for a jointly agreed purpose. Investigation and copying of SAMPLES, e.g., by reverse engineering, pursuant to § 3 para. 1 no. 2 German Trade Secrets Act, is expressly excluded.
(3) If a CUSTOMER purchases PRODUCTS from c-LEcta after acquiring or being provided with SAMPLES, then deviations of the SAMPLES from the PRODUCTS delivered are permitted and do not entitle the CUSTOMER to lodge complaints and claims against c-LEcta as long as the deviations are commercially customary and the PRODUCTS delivered comply with the specifications of the PRODUCT.
§ 4 Offer and acceptance
(1) c-LEcta’s offers for PRODUCTS are subject to modification and non-binding unless they have been expressly identified as binding or include expressly binding commitments. They are only an invitation to the CUSTOMER to order the PRODUCTS.
(2) The CUSTOMER is bound by its order for 5 working days not counting Saturdays (“WORKING DAYS”) after receipt of the order at c-LEcta. The contract between c-LEcta and the CUSTOMER is concluded if c-LEcta accepts the CUSTOMER’s order within 5 WORKING DAYS after receipt by writing to the CUSTOMER, unless the CUSTOMER must routinely expect a later acceptance by c-LEcta (§ 147 II German Civil Code). If DELIVERY occurs within this period, then the order confirmation is replaced by the DELIVERY.
(3) c-LEcta is only obligated to deliver from its own stock of goods (Vorratsschuld). In cases of unavailability, the CUSTOMER is notified promptly by c-LEcta after becoming aware of the unavailability, at the latest within 5 WORKING DAYS (“PROMPTLY”), and any payment already made is reimbursed.
§ 5 Price/payment
(1) Unless a different offer or agreement is made, the agreed prices for PRODUCTS apply ex-works not including shipping, customs duties, taxes, and insurance costs and any country-specific duties for DELIVERY outside of the Federal Republic of Germany, which the CUSTOMER must pay in addition.
(2) The price to be paid in EUROs is found in the offer according to § 4.1 or in the currently applicable price list of c-LEcta. The price applies plus the currently legally applicable VAT (if prescribed by law).
(3) If payments are made in currencies other than EUROs, the exchange rates on the date of posting are used as a basis. The costs arising from international payment transactions must be paid by the CUSTOMER when such fees are charged by its bank, unless agreed otherwise.
(4) Payments are considered to be made on the day on which the invoice amount is available to c-LEcta without loss. For wire transfers by CUSTOMER, the day of performance is considered to be the date of credit to c LEcta’s account or to account of the payment recipient named by c-LEcta.
(5) Payment in full to c-LEcta is due immediately without deductions unless otherwise offered or agreed: in the case of the CUSTOMER´s obligation to collect at the premises of c-LEcta or of contract manufacturer (Holschuld), with a notification of readiness; in the case of handing over to the carrier for dispatch (Schickschuld); and in the case of delivery of the PRODUCTS to the CUSTOMER’s premises (Bringschuld).
(6) Payment methods other than bank wire transfer are accepted only if there is special prior written agreement. In the event of credit card payment, the CUSTOMER’s account is charged when the order is placed. In particular, payment by bill of exchange and/or check is made on account of performance. The costs arising therefrom, such as discount charges, bill of exchange charges, and the like, must be paid by the CUSTOMER. For bills of exchange and checks, the day on which the check is credited without retention on receipt is considered the payment date.
(7) If the CUSTOMER’s ability to pay is impaired without leading to insolvency between the time of conclusion of the contract and that of DELIVERY, or if c-LEcta subsequently becomes aware that there are justified concerns about the CUSTOMER’s ability to pay that jeopardize c-LEcta’s claim to payment, e.g., in the event a check or bill of exchange is protested, or the CUSTOMER suspends payments, or enforcement measures are taken against the CUSTOMER, or if culpable, substantially incorrect information regarding creditworthiness is provided, then c-LEcta is entitled
(7.1) to demand payment before the agreed payment deadline,
(7.2) to retain DELIVERIES until payment in full of all invoices due,
(7.3) to demand prepayment before additional DELIVERIES,
(7.4) to withdraw from the contract while maintaining any claims to compensation for damages and/or
(7.5) to demand payment by bank wire transfer instead of cashing agreed bills of exchange or checks.
In addition, if a bill of exchange/check gets lost, then c-LEcta may demand payment by bank wire transfer.
(8.) The CUSTOMER is not entitled to offset against c-LEcta’s payment claims or to assert a right of retention unless its claims have been recognized as legally binding or are uncontested.
(9.) The CUSTOMER has the right to refuse performance and has rights to retention only if these rights are based on the same contractual relationship.
(10.) If the CUSTOMER defaults, then late payment interest of 8% (eight percentage points) above the European Central Bank’s basic interest rate on the payment due date applies. c-LEcta expressly reserves the right to assert additional damages.
(11.) Incoming payments during the CUSTOMER’s default of payment are used first to repay the costs, then the interest, and finally the main claim according to its age (oldest first).
§ 6 Delivery period
(1) c-LEcta will make DELIVERY within the agreed period. Delivery periods are binding only if they have been expressly confirmed in writing by c-LEcta. If the CUSTOMER has requested changes after conclusion of the contract and c-LEcta confirms the same in writing, then a new, reasonable delivery period is begun.
(2) If c-LEcta experiences delivery delays for which it is responsible, then c-LEcta will send the CUSTOMER a new schedule within 5 WORKING DAYS. The CUSTOMER must state, within 5 WORKING DAYS from the receipt of the new schedule in writing, whether it accepts the new schedule and hence the modification of the contract or withdraws from the contract. If the CUSTOMER withdraws from the contract, then it can assert claims for compensation for damages only due to breach of obligations in accordance with § 11.
(3) If shipping of the PRODUCTS is delayed at the CUSTOMER’s request or if the CUSTOMER defaults in acceptance for other reasons (Annahmeverzug), then it must reimburse c-LEcta for the costs arising therefrom, e.g., for storage or late payment. The flat-rate storage fee totals 1.0% of the net value of goods per week. Both parties reserve the right to substantiate a different total damage or the non-existence of damage. c-LEcta is entitled, at its own discretion, to demand immediate payment after setting a reasonable subsequent deadline in writing, or to withdraw from the contract and/or demand retainer payment and/or compensation for damages.
(4) Compliance with the delivery deadline requires previous fulfillment of the CUSTOMER’s contractual obligations.
§ 7 Force majeure and interruption of upstream deliveries
(1) If c-LEcta’s DELIVERIES are delayed for reasons not attributable to c-LEcta, e.g., through failure to supply or incorrect or late supply by suppliers or contract manufacturers in spite of proper and sufficient stocking by c-LEcta before concluding the contract with the CUSTOMER, or if events of force majeure of considerable duration occur (longer than 10 WORKING DAYS), then c-LEcta will PROMPTLY notify the CUSTOMER. Force majeure includes especially strikes and lockouts at suppliers’ premises, official interventions, government shutdown, military conflicts, terrorist attacks, scarcity of energy and raw materials, natural catastrophes, epidemics, pandemics and plagues, transport bottlenecks not within the company’s control, and operational obstacles, e.g., due to fire, water, machine damages and all other obstacles that, when considered objectively, have not been caused by c-LEcta.
(2) In these cases c-LEcta is entitled to extend the delivery deadline accordingly by the duration of the disruptions caused by these circumstances or to withdraw entirely or in part from the contract by reason of the as yet unperformed portion, as long as c-LEcta has met its obligation to provide information and has not accepted a procurement risk or a delivery guarantee. This also applies if such circumstances arise at c-LEcta’s suppliers and contract manufacturers.
(3) If a binding delivery date is agreed and is not met as a result of events in accordance with § 7.1, then the CUSTOMER is entitled, after a reasonable subsequent period has elapsed without results, to withdraw from the contract by reason of the as yet unperformed portion. This applies accordingly if for reasons cited in § 7.1, it is objectively unreasonable for the CUSTOMER, even without bindingly agreed delivery deadlines, to continue to adhere to the contract.
(4) The CUSTOMER cannot base claims for compensation for damages on the reasons per § 7.1-3.
§ 8 Shipping, transfer of risk, insurance, compensation for damage
(1) The DELIVERY is carried out EXW (INCOTERMS 2010) from c-LEcta’s headquarters or from the premises of c-LEcta´s contract manufacturer. If the CUSTOMER’s obligation to collect (Holschuld) or c-LEcta’s obligation to send (Schickschuld) has been agreed, then shipping and transport of the PRODUCTS take place at the CUSTOMER’s risk and responsibility.
(2) The risk of chance destruction or chance deterioration is transferred to the CUSTOMER, in the case of the CUSTOMER’s obligation to collect (Holschuld), on handover of the PRODUCTS to the CUSTOMER; in the case of the c-LEcta’s obligation to send (Bringschuld), the risk is transferred to the CUSTOMER on handover to the carrier, at the latest on departing from c-LEcta’s premises, or that of c-LEcta’s contract manufacturer. This continues to be the case even if partial deliveries are made or if c-LEcta has assumed additional services, e.g., shipping or insurance. Only if the CUSTOMER expressly desires will the shipping be insured at the CUSTOMER’s expense by c-LEcta against theft, breakage, transport damage, fire and water damages and other insurable risks.
(3) In the event that the CUSTOMER defaults on acceptance (Annahmeverzug) at their own responsibility, and in the event of delivery delay at the CUSTOMER’s request, the risk is transferred to the CUSTOMER at the moment of default or delay in delivery.
(4) The PRODUCTS delivered must be accepted by the CUSTOMER even if there are minor defects. A defect is minor, e.g., if there is no deviation from the specifications, if it can be repaired with minimal effort, if there is damage to packaging other than the primary packaging, or if it is of a merely visual nature.
(5) In the event of damage or loss of the PRODUCTS during transport, the CUSTOMER must (i) draw up a record of the facts in writing, and (ii) notify c-LEcta of the transport damages in writing within 2 WORKING DAYS including the day the damage or loss came to the CUSTOMER's attention.
(6) The CUSTOMER must store and handle the PRODUCT carefully according to the storage conditions set out in the specifications. c-LEcta’s warranty or liability lapses if storage conditions deviate from those recommended or if there is other improper handling or storage of the PRODUCT by the CUSTOMER.
(7) If c-LEcta is entitled to demand compensation for damages from the CUSTOMER instead of payment pursuant to § 5.7.4, § 6.3 or for other reasons, then c-LEcta is entitled to a fixed charge for damages instead of the specific damages incurred, as follows:
Until c-LEcta’s start of order processing, the CUSTOMER must pay,
7.1 for PRODUCTS not included in c-LEcta’s standard product line, 20% of the net value of goods plus the costs accruing
7.2 for PRODUCTS included in the standard product line, 10% of the net value of goods plus costs accruing.
After c-LEcta’s start of order processing, the CUSTOMER must pay
7.3 for PRODUCTS not included in c-LEcta’s standard product line, 40% of the net value of goods plus the costs accruing
7.4 for PRODUCTS included in the standard product line, 30% of the net value of goods plus costs accruing.
Both parties reserve the right to provide evidence of a different damage amount or of the non-existence of damage. Reversal of the burden of proof is not associated with the above arrangement.
§ 9 Retention of title
(1) c-LEcta retains the title to the delivered PRODUCT (“RETAINED GOODS”) until all claims derived from the business relationship are settled; this includes claims arising in the future derived from contracts concluded subsequently. This also applies for the recognized balance in favor of c-LEcta. If payment by check/bill of exchange is agreed, then the retention of RETAINED GOODS continues until the date of payment pursuant to § 5(6) and does not already end on crediting under reservation of the check/bill for c-LEcta.
(2) While observing the provisions below, the CUSTOMER is entitled to process and sell the RETAINED GOODS with the exception of SAMPLES in the regular course of business. This authorization is not granted or lapses automatically if the CUSTOMER’s own ToB, in the event that these are actually applicable contrary to § 1 paras. 2 and 3, effectively exclude extended and/or prolonged retention of title. Other disposal of the RETAINED GOODS, e.g., pledging and collateral ownership, is not allowed by the CUSTOMER and is invalid.
(3) The CUSTOMER must store the RETAINED GOODS pursuant to the product documentation and insure them sufficiently, especially against fire, water and theft. The CUSTOMER’s insurance claims derived from an event damaging the RETAINED GOODS are hereby transferred by the CUSTOMER to c-LEcta in the amount of the net value of the RETAINED GOODS.
(4) The RETAINED GOODS may be sold only if claims from resale have not been previously transferred to third parties or if the rights to or the prior assignment of c-LEcta’s claim have been otherwise impaired or extinguished. The claims to which the CUSTOMER is entitled derived from resale, including all securities and ancillary rights, as well as any balance claims in its favor, are considered as transferred to c-LEcta on conclusion of the CUSTOMER’s contract with third parties even to the extent that the RETAINED GOODS are sold together with other items. In this case, the claims ceded to c-LEcta serve as security only in the amount of the net value of the respective RETAINED GOODS that have been sold. The CUSTOMER remains authorized to collect the claim transferred to c-LEcta until a revocation by c-LEcta, which is permissible at any time due to justifiable interest. A justified interest is considered to exist, e.g., if the CUSTOMER defaults on payment or suspends payments. c-LEcta will not retract the transferred claims as long as the CUSTOMER meets its payment obligations. If c-LEcta so requests, the CUSTOMER is obligated to give information regarding the third-party debtors and/or report the transfer to them.
(5) The CUSTOMER is permitted to combine, amalgamate, process, and/or transform the RETAINED GOODS to manufacture a new item (collectively “COMBINATION”), and the COMBINATION is always carried out for c-LEcta without obligating c-LEcta. It is likewise considered a COMBINATION even if the RETAINED GOODS are used up or exhausted during COMBINATION. The new item is likewise considered as RETAINED GOODS. If a COMBINATION is made of the RETAINED GOODS with other items that do not belong to c-LEcta, then c-LEcta has co-ownership of the new item in the ratio of the net value of c-LEcta’s RETAINED GOODS to the net value of goods of the other combined items at the time of COMBINATION. If a COMBINATION takes place so that the CUSTOMER’s item must be regarded as the main item, then it is considered agreed that the CUSTOMER transfers to c-LEcta co-ownership in the same ratio as stipulated above. The rules on transfer of claims pursuant to § 9 no. 4 in the event of resale of combined RETAINED GOODS also apply to the new item. The transfer applies only up to the amount that corresponds to the part of the RETAINED GOODS invoiced by c-LEcta at the net value of goods.
(6) If the value of c-LEcta’s securities exceeds the claims by more than 10%, c-LEcta is obligated at the CUSTOMER’s request to release securities at c-LEcta's own discretion.
(7) The CUSTOMER must notify c-LEcta in writing in the event of pledges or of any seizure of the RETAINED GOODS by third parties or of claims transferred pursuant to § 9 no. 4 and 5 within 2 WORKING DAYS including the day of becoming aware of same.
(8) If the CUSTOMER culpably breaches the contract especially by defaulting in payment, c-LEcta is entitled, after issuing a warning setting a reasonable period for payment, to the extent necessary, to withdraw from the contract and to repossess the RETAINED GOODS, as long as there is no COMBINATION. The CUSTOMER is obligated to hand them over. The CUSTOMER pays all costs associated with the repossession. The repossession of RETAINED GOODS entails withdrawal from the contract. c-LEcta is entitled to use the RETAINED GOODS and to offset the revenue, deducting reasonable costs of reuse, against its claims vis-à-vis the CUSTOMER derived from the business relationship.
§ 10 Warranty
(1) c-LEcta provides the CUSTOMER with the PRODUCTS free of material defects. A minor material defect pursuant to § 8.4 is not relevant.
(2) The CUSTOMER must inspect the PRODUCTS on receipt or acceptance PROMPTLY for the conformity of the DELIVERY as far as regarding item name and number, pack size, intactness of the primary packaging, compliance with transport and storage conditions and with the shelf life date, and must PROMPTLY make complaints about defects in writing. If there are indications of material defects, then the CUSTOMER must PROMPTLY conduct all required and reasonable inspections and PROMPTLY report the resulting defects in writing. In the case of hidden defects, complaints must be made in writing PROMPTLY after detection. In the case of hidden defects, the CUSTOMER must demonstrate that it has handled and stored the PRODUCTS according to the included product documents. In the event of apparent and hidden defects, the CUSTOMER must take reasonable measures to facilitate determination of defects and their causes.
(3) If complaints are not made in a timely manner, then this excludes any claim by the CUSTOMER for breach of obligation due to material defects. This does not apply to willful misconduct, gross negligence, or fraudulent conduct by c-LEcta, or in the case of injury to life, Limb or health, or under other circumstances where liability is required by law, as well as in case of acceptance of a guarantee of absence of defects or acceptance of procurement risk.
(4) The warranty period is 12 months, counting from the date of transfer of risk pursuant to § 8. This does not apply in the cases of willful misconduct, gross negligence, or fraudulent conduct by c-LEcta or in the case of injury to body, life or health, or if a guarantee of absence of defects is granted or procurement risk is assumed; or in cases of §§ 478, 479 of the German Civil Code (recourse in the supply chain) or other longer limitation periods required by law.
(5) For PRODUCTS with a specified shelf life, the warranty extends at the most to the expiration of the shelf life.
(6) If c-LEcta’s obligation to deal with defective PRODUCTS is not excluded by contract, then c-LEcta can correct the defect at its discretion by cost-free subsequent repair or replacement delivery. In the event of replacement delivery, the defective PRODUCTS must be destroyed or returned to c-LEcta at c-LEcta’s discretion. If the defect cannot be repaired or the subsequent repair or replacement delivery fails, then the CUSTOMER may, at its discretion, either demand reduction of remuneration or withdraw from the contract. The subsequent repair is deemed as failed if the subsequent repair or replacement delivery is impossible, if c-LEcta delays unreasonably, if there are justified doubts about the chances of completion, or if it is unreasonable for other reasons.
(7) In consultation with c-LEcta, the CUSTOMER must grant the required time and occasion to carry out all subsequent repair and replacement deliveries deemed necessary to c-LEcta at its discretion. Only in urgent cases, e.g., endangerment of operating safety or to prevent disproportionately great damage or if c-LEcta defaults in repair of the defect, is the CUSTOMER entitled to repair the defect itself or have it repaired by third parties and demand that c-LEcta reimburse it for the necessary costs within the limits of § 11.
§ 11 Exclusion/limitation of liability
(1) c-LEcta is not liable, regardless of the legal basis, for the CUSTOMER's claims to compensation for damages or reimbursement of expenses in the event of breach of obligations except for the exceptions below.
(2) The preceding exclusion of liability pursuant to § 11.1 does not apply if liability is mandatory by law, such as:
2.1 for intentional or grossly negligent breach of obligation, including breaches by c-LEcta’s legal representatives or agents;
2.2 for breach of “ESSENTIAL CONTRACTUAL OBLIGATIONS” (wesentliche Vertragspflichten) by c-LEcta. An ESSENTIAL CONTRACTUAL OBLIGATION exists if the performance of this obligation has an impact on the contract and the CUSTOMER may rely on its performance;
2.3 in the event of injury to body, life or health, including by c-LEcta’s legal representatives and agents;
2.4 in the event of delay by c-LEcta if a binding delivery time had been agreed;
2.5 provided that c-LEcta has assumed the guarantee for the characteristic of the PRODUCTS or for performance success or has assumed a procurement risk;
2.6 in the case of liability pursuant to the German Product Liability Act.
(3) In the event that c-LEcta or its agents are guilty only of ordinary negligence and it is not a case of § 11.2.4-6, then c-LEcta is liable, even in the case of breach of ESSENTIAL CONTRACTUAL OBLIGATIONS, only for foreseeable damages typical for the contract.
(4) If there is a delay attributable to c-LEcta, then the CUSTOMER is entitled, if this has resulted in damage for the CUSTOMER, to demand compensation for the delay, to the exclusion of further claims. This compensation totals 0.5% for each starting week of delay, but overall up to a maximum of 5%, of the net value of the total DELIVERY not delivered on time due to the delay. This does not apply in cases of § 11 no. 2 or of a liability prescribed by law.
(5) c-LEcta’s liability for compensation for damages is limited to a total of the net value of the goods of the respective PRODUCT per damaging event. This does not apply in cases of § 11 no. 2 or when higher liability amounts are prescribed by law in deviation therefrom. Further liability is excluded.
(6) The above exclusions and limitations of liability apply in the same scope for all c-LEcta’s bodies, employees, and agents and their sub-contractors.
§ 12 Advertising material, price lists
(1) With a view to improvements and modifications, c-LEcta reserves the right to deviate from its advertising materials and price lists. Modifications in this respect do not obligate c-LEcta to notify the CUSTOMER. No liability is accepted for misprints.
(2) All cost estimates, offers, drawings and documents received from c-LEcta are the property of c-LEcta and are protected by its copyrights. They may not be made accessible to third parties.
(3) The CUSTOMER’s disclosure of the business relationships with c-LEcta in publications or for advertising purposes is permitted only with c-LEcta’s prior express written consent.
(4) For 5 years after the last DELIVERY, c-LEcta is entitled to publish the logo and name of the CUSTOMER on its Internet site, and in its brochures and fliers, unless otherwise stipulated by a different confidentiality agreement; the CUSTOMER’s consent is considered to be granted upon conclusion of the contract. This consent can be revoked at any time.
§ 13 Data protection
The personal data needed to implement the contract are collected and processed at c-LEcta’s premises in compliance with the legal provisions. More information on data protection can be found at: https://www.c-lecta.com/privacy-policy
§ 14 Hazard warnings, exclusion of liability in the event of improper use
(1) It is expressly indicated that all PRODUCTS are intended exclusively for laboratory, research and industrial applications, unless otherwise stipulated in the PRODUCT’s specifications. c-LEcta delivers PRODUCTS only to relevant public research and teaching institutions, businesses and industry.
(2) Distribution of PRODUCTS delivered by c-LEcta to private individuals or unauthorized or unqualified persons is prohibited. It is expressly indicated that an absence of hazard labeling does not mean that the corresponding PRODUCT is harmless. The CUSTOMER must comply with any international laws or regulations applicable for trade in certain PRODUCTS, including DELVIERY, storage, COMBINATION or commerce.
(3) The CUSTOMER hereby guarantees and agrees that the PRODUCT will be used only in compliance with the laws, authorizations, rules, provisions, and requirements applicable for the respective use (“PERMITTED USE”). The CUSTOMER must indemnify c-LEcta and hold it harmless from all losses, damages, liabilities, penalties, costs and expenses (including reasonable legal fees and expenses), including any losses in connection with lawsuits, investigations, claims and demands of third parties resulting from the CUSTOMER or third parties authorized by it using the PRODUCTS other than for the PERMITTED USE or from the CUSTOMER’s willful misconduct or gross negligence.
(4) c-LEcta’s liability, with the exception of the limitations in § 11.2, is excluded for personal injuries or material damages resulting from improper storage or handling or from use of the delivered PRODUCTS in the household or on humans and animals.
(5) The CUSTOMER is obligated to release c-LEcta from all third-party claims based on illegal or incorrect use of the PRODUCTS or on use of the PRODUCTS without required official authorizations or in breach of the provisions of these GTC or claims derived from improper use including use outside PERMITTED USE. The obligation to release from claims also includes costs for legal defense (e.g., court and attorney’s fees).
§ 15 Place of performance/jurisdiction/applicable law
(1) The place of performance (Erfüllungsort) for all contractual obligations is Leipzig, Germany, except in the event of obligation of c-LEcta to deliver the PRODUCTS to the CUSTOMER’s premises (Bringschuld) or based on another type of agreement.
(2) The exclusive jurisdiction for all disputes, to the extent that the CUSTOMER is deemed a merchant within the meaning of the German Commercial Code, is Leipzig. This rule for jurisdiction also applies for any circumstances between c-LEcta and the CUSTOMER that could lead to extra-contractual claims according to Regulation (EC) 864/2007. c-LEcta however is also entitled to lodge claims against the CUSTOMER at the CUSTOMER’s place of jurisdiction.
(3) The law of the Federal Republic of Germany applies to all legal relationships between c-LEcta and the CUSTOMER, excluding the UN Convention on Contracts for International Sale of Goods (CISG). It is expressly pointed out that this choice of law must also be understood as such according to Art. 14 para. 1b Regulation (EC) 864/2007, and hence it also applies to extra-contractual claims. If the application of foreign law is mandatory in a specific case, then the GTC must be interpreted so as to safeguard to the greatest extent possible their economic purpose.
§ 16 Other provisions
(1) Modifications and amendments to this contract – and also to these GTC – must be made in writing to be effective. The precedence of individual arrangements, regardless of their form, is unaffected by this.
(2) This GTC document in English language is a translation of c-LEcta’s valid and applicable GTC available at https://www.c-lecta.com/fileadmin/content/Downloads/c-LEcta_AGB_dtsch.pdf and is provided for convenience reasons only. The binding language of the contract is German. In case of doubt, the German translation of these GTC shall prevail. If the meaning of any English term in this GTC differs from the meaning of the German respective term, the meaning of the German term shall prevail, this shall apply in particular to German terms enclosed to this GTC in italics.
(3) If a provision of this contract, including the GTC, is or becomes invalid owing to the law concerning general terms and conditions of business pursuant to §§ 305 to 310 of the German Civil Code, then the legal conditions apply.
(4) If a provision of this contract, including the GTC, is or becomes entirely or partially invalid/void or unenforceable for reasons other than §§ 305 to 310 of the German Civil Code, then the validity of the remaining provisions of this contract, including the GTC, is not affected thereby unless the execution of the contract including the GTC, even taking into account the following arrangements, would entail unreasonable hardship for one party. The same applies to gaps in provisions. The parties will replace the invalid provision/gaps with valid provisions that correspond in their legal and economic content to the invalid provisions and to the overall purpose of the contract. If the invalidity of a provision is based on a measurement of performance or time stipulated therein (deadline or time period), then the provision must be agreed on with a legally permissible measurement that comes as close as possible to the original measurement.
(5) c-LEcta is entitled to enclose supplementary terms for the DELIVERY of certain PRODUCTS into its offers, which shall be applicable in addition to this GTC.