1. General information
1.1 Scope
These General Terms and Conditions apply in the version valid at the time when the contract is concluded for all business relationships between us (lean buy e2e GmbH, Barbarossastrasse 18, 76855 Annweiler am Trifels, Germany) and you. If you use conflicting general terms and conditions, these are hereby expressly rejected.
1.2 Contract agreement
The contractual languages are German and English. The version of the general terms and conditions existing at the time of conclusion of the contract shall apply. The clients within the scope of these General Terms and Conditions are exclusively businesses within the meaning of § 14 BGB (German Civil Code).
1.3 Subsequent amendment of the General Terms and Conditions
We shall be entitled to subsequently adapt and supplement the General Terms and Conditions in relation to existing business relationships insofar as changes in legislation or court rulings so require or other circumstances result in the contractual equivalence relationship not being insignificantly disturbed. A subsequent amendment of the General Terms and Conditions shall become effective if you do not object within six weeks of notification of the amendment. We shall explicitly draw your attention to the effect of your non-disclosure at the beginning of the period as acceptance of the contract amendment and give you the opportunity to make an explicit declaration during the period. If you oppose in due time, we and you may terminate the contractual relationship extraordinarily unless we allow the contractual relationship to continue under the old General Terms and Conditions.
2. Registration/Login
2.1 General
First of all, it is necessary to create a client account in order to use the full extent of our website. The registration can be done by telephone or via our online form, within the scope of an inquiry. In this case, the data required for the provision of services by us will be queried. The information entered is confirmed by clicking on the "Register" button. After that you receive a confirmation e-mail with the details required for registration. The registration is completed after the first time you sign into our website. When you sign up, you enter into a free user contract with us.
2.2 Password
The password that enables you to access your personal area must be kept strictly confidential and may not be passed on to third parties under any circumstances. You undertake to take appropriate and reasonable measures to prevent third parties from gaining knowledge of your password. A client account cannot be transferred to other clients or other third parties. We shall not be held liable for damages caused by the misuse of your password.
2.3 Profile data
You are obliged to always keep the content and profile details you have entered up-to-date and to inform us immediately of any misuse of your profile.
2.4 Closing the client account
The user relationship is concluded for an indefinite period. It begins with the activation of the client account and can be terminated by you at any time by giving us notice in writing. The profiles and content assigned to the account are also deleted upon the termination of the free usage contract.
3. Order placement
3.1 Inquiry
You can submit your inquiry to us by telephone, e-mail or via our online form. When you start an inquiry via our website, the process consists of a total of five steps. The first step is to sign up to our website and enter your contact details as well as those of your company. The second step is to describe your desired product in detail and specify it in more detail (e.g. material composition, heat resistance, desired packaging method for your product). It is also possible to provide files (e.g. sketches) for your product. The third step allows you to determine the desired order quantity and delivery time, as well as the delivery type, and the fourth step allows you to specify the delivery address and further concretize the shipment. The fifth, and final, step then gives you the opportunity to check all data again and correct any input errors before confirming your inquiry by clicking on the "Submit inquiry" button.
As part of the inquiry, you also have the option of including international rules for the interpretation of standard commercial terms of contract (Incoterms® 2020 apply) in the contract. These stipulate, among other things, the transfer of risk and the duties and import charges payable.
3.2 Conclusion of contract
As soon as we have received your inquiry, we will check it for feasibility. In case of a positive test result, we invite you to submit a binding offer. We may accept this in writing within one week. The contract is concluded with our acceptance. We do not keep a separate record of the text of the contract, but of the content of the contract results individually from the agreement concluded.
4. Description of services and delivery
4.1 Provision of services
We are entitled to have the contract or parts of the contract executed by third parties.
4.2 Partial deliveries
We are entitled to make partial deliveries if this is reasonable for you. In the case of partial deliveries, however, you do not incur any additional shipping costs.
4.3 Delays in delivery and performance
Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events, which cannot be prevented by us, even when taking the utmost care, and for which we are not responsible (this includes, in particular, strikes, official or judicial orders and cases of incorrect or improper self-supply despite corresponding hedging transactions), entitle us to postpone the delivery for the duration of the hindering event.
4.4 Delivery
Delivery takes place according to the individual contract agreement. In principle, only professional unloading locations are supplied (e.g. warehouses with ramps). In the case of deliveries to construction sites, deliveries are generally made to the curb by using the loading and transport means agreed in the inquiry.
4.5 Default of acceptance
If you are in default with the acceptance of the ordered goods, we are entitled, after setting a reasonable grace period, to withdraw from the contract and claim damages due to default or non-performance. You shall bear the risk of accidental loss or accidental deterioration during default of acceptance.
4.6 Performance period
The delivery and performance periods are separately agreed with you and can be found in our offer. Information on the delivery/performance period shall not be binding unless, exceptionally, the delivery/performance date has been confirmed as binding. Binding delivery/performance dates or periods require a written form. A precondition for compliance is that all technical questions between the contracting parties have been clarified in advance and that we have received all information that may be necessary for your order (e.g. all relevant files and sketches). We regret to inform that we cannot be held responsible for delays caused by non-compliance on your part. In this case, we reserve the right to claim the damages caused by your delay or the additional costs incurred by us.
4.7 Retention and storage costs
Insofar as dispatch or delivery of the goods is delayed at your request, we reserve the right to invoice you for the costs incurred (in particular costs for storage, transport and financing).
5. Payment
5.1 Prices
All prices are exclusive of value added tax. The costs for packaging, dispatch and, if desired, insurance (e.g. protection against theft, breakage, transport, fire and water damage) can be found in our offer. Please note that there may be customs and import charges which you have to pay yourself and which are not included in the price. The exact payment modalities (e.g. installment payments, terms of payment) can be agreed individually with you. If you have any change inquiries after conclusion of the contract, these must be ordered separately and remunerated.
5.2 Default of payment
You shall be in default of payment if the payment term agreed in any respective invoice is exceeded.
In the event of default of payment, interest shall be charged at a rate of 9 percentage points above the base rate of the European Central Bank. The assertion of further damages remains unaffected. You shall have the opportunity to demonstrate that no damage or less damage has been incurred by us.
5.3 Right of retention
You shall only be entitled to assert a right of retention for such counterclaims which are due and based on the same legal relationship as your obligation.
6. Your responsibility
6.1 General information
You are solely responsible for the content and accuracy of the data and information you transmit. These may not violate any applicable laws or these terms and conditions. You also undertake not to transmit any data which infringes the rights of third parties (e.g. personal rights, name rights, trademark rights, copyrights, patent rights, etc.).
6.2 Indemnification
You shall indemnify us against all claims asserted against us by third parties due to such infringements. This also includes the reimbursement of costs of necessary legal representation.
6.3 Data backup
You are jointly responsible for securing the transmission of your information. We cannot be held responsible for the loss of the information you provide, as we do not provide a general data security guarantee.
6.4 Obligation to cooperate
You are obliged to comply with the necessary cooperation requirements of the contract so that we can provide the contractual service. For this reason, you must always provide us with all documents and information necessary for your order in advance and obtain any necessary permits.
6.5 Secrecy
You are obliged to keep secret all business and company secrets and information designated as confidential that we disclose and/or become known to you during the execution of the contract.
6.6 Consultations and quality assurance agreement
We prepare the works or deliver the goods according to your specifications and have no influence on whether they are suitable for the planned use for which you have intended them. The quality of the goods shall be governed to a decisive extent by the quality assurance agreement, if one has been concluded. Any advice on the functionality and suitability of the goods/works for your intended purpose is given by us only as an assistance and is not to be understood as an assurance. You are required to ensure that you obtain comprehensive information on the functionality and suitability of the device and, if necessary, to obtain information from third parties. The warranty right is not affected by this.
7. Retention of title
7.1 General information
The goods, works and materials delivered by us shall remain our property until all present and future claims arising from the business relationship have been completely fulfilled. You hereby assign to us any claim or replacement which you may receive for the damage, destruction or loss of these items. Unless otherwise agreed subsequently, you are not entitled to sell, give away, pledge or assign as security the items delivered to you under reservation of title.
7.2 Garnishment and other impairments
If the item subject to retention of title is seized or otherwise impaired by third parties, you must notify us immediately so that an action can be brought in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse the judicial and extrajudicial costs of an action pursuant to § 771 of the German Code of Civil Procedure (ZPO), you shall be liable for the loss incurred by us.
7.3 Resale
You are entitled to resell the reserved goods in the normal course of business. The client's claims from the resale of the reserved goods are hereby assigned to us to the amount of the agreed final invoice amount (incl. VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. You shall remain authorized to recover the claim even after the assignment. This shall not affect our authority to collect the claim ourselves. However, we shall not recover the claim as long as you meet your payment obligations from the proceeds received, are not in default of payment and, in particular, as long as no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
7.4 Transformation, treatment and processing
The treatment and processing or transformation of the purchased item by you shall always be carried out in our name and on our behalf. Your expectant right to the object of sale continues in this case with the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of the object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that your item is to be regarded as the main item, it shall be deemed agreed that you transfer proportionate co-ownership to us and keep the resulting sole ownership or co-ownership for us. In order to secure the claims against you, you shall also assign to us such claims which accrue to you against a third party as a result of the combination of the reserved goods with a property; we hereby accept this assignment.
7.5 Returns
If you act in breach of contract, in particular in the event of default in payment, but also in the event of an application for insolvency proceedings against your assets, we shall be entitled to take back the goods. In this case, taking back the goods does not constitute withdrawal from the contract, unless we expressly declare this in writing.
7.6 Release of collateral
If the value of the collateral exceeds the value of the secured claims by more than 15 percent, we shall be obliged to release collateral at your request.
8. Warranty
8.1 Warranty claim
Statutory warranty rights may only exist insofar as the goods deviate from the features described in the quality assurance agreement or, in the absence thereof, from the features described in the inquiry. If the work is inadequate and you demand subsequent performance, we may, at our discretion, remedy the defect or produce a new work. If defects are not remedied even after at least two attempts at rectification, you shall be entitled to rescission or reduction.
8.2 Rights in the case of insignificant defects
If there is only an insignificant defect, you shall only be entitled to a reasonable reduction of the agreed remuneration, excluding the right of withdrawal.
8.3 Damages compensation for defects
No guarantee is given for damages which can be attributed to an improper treatment or use. The exclusion of liability below is expressly referred to.
8.4 Transfer of risk
The risk of accidental loss or degradation of the work shall not pass to you within the framework of warranty processing until acceptance of the work.
8.5 Obligation to give notice of defects
You must report obvious defects in written form immediately after detection in accordance with § 377 HGB (German Commercial Code) and non-obvious defects immediately after discovery; otherwise the assertion of the warranty claim is excluded. The timely dispatch is sufficient to keep the term. You shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notice of defect.
8.6 Statute of limitations
Warranty claims are subject to a limitation period of one year after the transfer of risk, unless it deals with the construction of a building or a work, where the success of the work involves the provision of planning or monitoring services. In such cases, the limitation period shall be five years. The shortening of the limitation period expressly does not exclude liability for damages resulting from injury to life, limb or health or in the case of intent or gross negligence. The provisions of the Product Liability Act shall also remain unaffected by this.
8.7 Non-existence of the warranty right
A claim under warranty shall not be given in the following cases, insofar as the defect complained of is caused by:
- Unsuitable or improper use/placement of the goods/works
- unauthorized reworking
- faulty assembly or commissioning of the goods/works by you or a third party
- natural wear and tear of the goods/works
- faulty or negligent handling of the goods/works
- Usage of unsuitable equipment for the goods/works
- Insufficient processing of the goods/works by you
- chemical and/or electrical influences which are exposed to the goods/facilities
- external impact of environmental influences on the goods/works
- improper storage of the goods/works
- raw material-related aging of goods/works
- Errors and damage that have occurred in conjunction with other components of a machine or due to a product manufactured by you.
9. Rights to samples, drawings and models
The contents of the samples, drawings, models and other documents created by us, including all authorized copies, are our real and intellectual property. These may not be made accessible to third parties without our consent and must be returned to us immediately upon request.
The reprinting of documents and drawings, as well as the reproduction of samples or models (even in extracts) is only permitted subject to our consent.
10. Liability
10.1 Disclaimer of liability
We, as well as our legal representatives and vicarious agents, are only liable for intent. The liability for gross or slight negligence shall only apply if essential contractual obligations (i.e. consequently, those obligations which are of particular importance for the attainment of the purpose of the contract) are affected. The liability is limited to foreseeable, contract-typical damages.
10.2 Liability reservation
The above exclusion of liability does not apply to liability for damages resulting from injury to life, limb or health. The provisions of the Product Liability Act shall also remain unaffected by this exclusion of liability.
11. Final provisions
11.1 Place of jurisdiction
The exclusive place of jurisdiction for all legal disputes arising from this contract shall be our place of incorporation if you are a merchant, a legal entity under public law or a special fund under public law.
11.2 Choice of law
Unless mandatory statutory provisions under your local law conflict, the German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.3 Severability clause
The ineffectiveness of any provision does not affect the validity of the remaining terms and conditions.