General Terms and Conditions - Status: 14.6.2018

The company lipobak GmbH & Co. KG is referred to as lipobak in the following text.


§ 1 Validity

These general terms and conditions are the basis for all future services and deliveries, even if the inclusion is not expressly agreed upon again. any other conflicting general terms and conditions of the customer are hereby expressly rejected. these are not binding for lipobak unless they are expressly recognized in writing.


§ 2 Offer / conclusion

Offers are always subject to change without notice; orders are considered accepted when they are either confirmed in writing by lipobak or executed immediately after receipt of the order. Information contained in advertisements, documentation, brochures and similar documents are only descriptions of the products and do not contain any guarantee for the quality of the product or that the product will retain a certain quality for a certain period of time. The acceptance of a guarantee (durability guarantee) requires an express written agreement. Obvious errors, spelling, printing and calculation errors are not binding for lipobak. Unless otherwise agreed, the documents belonging to the offer, such as illustrations, drawings, calculations, weight and measurement specifications, are only approximate. Such information, in particular that concerning performance and usability of the delivered products as well as DIN standards, is only valid as identification of certain properties in the sense of § 434 BGB (German Civil Code), if lipobak expressly confirms this in writing. If lipobak provides the customer with samples, these are considered test samples and not samples within the meaning of § 454 BGB (German Civil Code). lipobak reserves the right of ownership to cost estimates, drawings and other documents. They may only be used for the specified purposes and may not be made available to third parties. For all deliveries, in particular those whose scope of delivery exceeds € 5,000.00, lipobak is entitled to demand an advance payment of one third of the agreed price when the order is placed, a further third on completion and the remaining sum after handover. If, after conclusion of the contract, lipobak becomes aware of facts, in particular default of payment with regard to previous deliveries, which, according to the best judgement of a prudent businessman, indicate a significant deterioration in assets, lipobak is entitled to demand advance payment or appropriate securities and, in the event of refusal, to withdraw from the contract, whereby partial deliveries that have already been made are immediately due for payment.


§ 3 Shipping / Packaging / Transfer of Risk

Shipping route and means are at the discretion of lipobak. The same applies to packaging, which is carried out in accordance with production and transport technology and environmental considerations.The goods will be insured at the request and expense of the buyer. The risk is transferred to the buyer when the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse. In the case of delivery with installation and assembly, the risk is transferred on the day of acceptance in the buyer's own business, if a trial run has been agreed, after a faultless trial run. It is assumed that the test run or acceptance in the own works immediately follows the installation or assembly ready for operation. If the Buyer does not accept the offer of a trial run or takeover in his own operation, the risk shall pass to the Buyer for the period of the delay after the expiry of 14 days following this offer. If dispatch, delivery or the start or execution of installation or assembly is delayed at the request of the buyer or for reasons for which lipobak is not responsible, the risk is transferred to the buyer for the period of the delay. If one-way packaging is taken back, the return to lipobak must be made free of charge to the point of sale. A take-back is excluded for packaging for which a dual system of waste disposal (Green Dot) has been set up that is recognized by the responsible authority in accordance with § 6 Paragraph 5 of the German Packaging Ordinance. A take-back of packaging material is also excluded if lipobak, in accordance with § 11 of the German Packaging Ordinance, uses a suitable disposal company for disposal. In this case the purchaser is obliged to keep the packaging material ready and hand it over to the disposal company. If lipobak agrees with the buyer that the buyer will waive his right to return the packaging material in return for a flat-rate disposal fee, the buyer is obliged to hand over the used packaging to a recognized disposal company that guarantees proper disposal in accordance with the regulations of the German Packaging Ordinance.


§ 4 Prices / Payments

Unless special prices have been agreed, the list prices valid at the time of conclusion of the contract shall apply. The prices are in Euro plus packaging, shipping costs and value added tax. In the event of price increases by lipobak's own suppliers and unexpected increases in wage and transport costs, lipobak is entitled to make a reasonable increase in prices if its own deliveries or services are to be provided later than 4 months after the contract is concluded and no fixed price agreement has been made. In the event of default of acceptance for deliveries with fixed dates, the payment period runs from the scheduled delivery date. Invoices shall be payable net within 14 days of the date of receipt. Discounts are not granted, contract work is payable without deduction within 10 days. Regardless of the term of any bills of exchange received and credited, receivables shall become due immediately if the terms of payment are not observed or facts become known which indicate a significant deterioration in the financial situation of the Buyer. In the latter case, lipobak is entitled to take back the goods, enter the buyer's premises if necessary and remove the goods. lipobak can also prohibit further sale and removal of the delivered goods. Due to the reservation of title (see § 6), lipobak can demand the return of the goods if lipobak has withdrawn from the contract. lipobak is entitled to revoke the direct debit authorization for good reason and to demand advance payment for outstanding deliveries. However, the buyer can avert this by providing security in the amount of lipobak's endangered payment claim. Offsetting against the claims of lipobak is only permitted with undisputed or legally established counterclaims. A right of retention arising from earlier or other transactions in the current business relationship cannot be asserted. Unilateral invoice deductions for the disposal of packaging material, in particular transport costs, are not permitted. Interest on arrears shall be charged at 8 percentage points above the prime rate. If the customer is a consumer, the default interest rate for the year is 5 percentage points above the prime rate. They are to be set higher if the burden is proven to be due to a higher interest rate for open overdrafts, whereby the customer is reserved the right to prove that lipobak has incurred a significantly lower interest loss.


§ 5 Delivery periods / delay

The risk is transferred to the buyer when the goods are handed over to a forwarding agent or carrier, but at the latest when the goods leave the warehouse. Punctual acceptance is an essential contractual obligation of the customer. lipobak is entitled to make partial deliveries and to invoice these separately. Delivery dates and delivery periods are only binding if they are contained as such in a written offer or the written order confirmation from lipobak and are designated as binding. After the expiry of a bindingly agreed delivery deadline, the customer must set lipobak a reasonable deadline for performance. If this deadline expires without result, the customer can withdraw from the contract, subject to other rights. In the event of disruptions, e.g. due to force majeure and other obstacles beyond the control of lipobak, in particular disruptions at the supplier company, strikes, lock-outs, operational disruptions, etc., and insofar as these obstacles affect the delivery or service of lipobak, the agreed delivery and service period is extended for lipobak by a reasonable period of time. Should delivery or service become impossible or unreasonable due to such obstacles, lipobak is finally released from the obligation to perform. In the interest of a comprehensive test phase, details of dates for completion and delivery of parts that have not yet been completed or released are non-binding planning specifications.


§ 6 Retention of title

lipobak retains ownership of the goods until the purchase price has been paid in full. In the case of goods that the customer purchases from lipobak in the course of his or her commercial activities, lipobak retains ownership of the goods until all claims arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This also applies if individual or all claims of lipobak have been included in a current account and the balance has been collected and acknowledged. If, in connection with the payment of the purchase price by the buyer, a bill of exchange liability is established by lipobak, the retention of title does not expire until the bill of exchange has been honored by the customer as drawee. If the goods subject to retention of title are combined by the customer with other goods, lipobak is entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods and the processing value. If the ownership of lipobak expires due to combination, mixing or processing, the customer transfers to lipobak at the time of contract conclusion the ownership rights to the new product to the extent of the invoice value of the goods subject to retention of title and stores them for lipobak free of charge. The ownership rights arising from this are considered to be goods subject to retention of title in the sense of paragraph 1. He may only sell the goods subject to retention of title in the normal course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to lipobak in accordance with the following conditions. The customer is not entitled to dispose of the reserved goods in any other way. The customer's claims from the resale of the goods subject to retention of title are hereby assigned to lipobak. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the customer together with other goods not supplied by lipobak, the claim from the resale will be assigned in the ratio of the invoice value of their goods to the other goods sold, in which lipobak has co-ownership shares, an own ownership share corresponding to the proportion of the goods sold. If there is only a co-ownership share in the sold goods in favor of lipobak, then the claims are assigned in the amount of the sales value of this share with priority over the other claims. At the request of lipobak, the customer will provide the names and addresses of the relevant buyers, insofar as the type and scope of his claims against them exist. lipobak is authorized to disclose the assignment at any time to secure his payment claims. The pledging or transfer of ownership by way of security of goods subject to retention of title is not permitted. In the case of access by third parties to the goods subject to retention of title, the customer will indicate their ownership and lipobak must be informed immediately in writing. The customer bears all costs of any necessary intervention proceedings and other defensive measures in connection with such access by third parties. If the customer acts in breach of contract, in particular by defaulting on payment, or if there are facts that justify the assumption that there is reason to fear suspension of payment, lipobak can revoke the aforementioned authorization of the customer to resell, collect receivables and to process and combine goods subject to retention of title at the customer's expense, or demand the assignment of the customer's claims for return against third parties. This right still exists for lipobak even if the claims to be secured have already become statute-barred. On the basis of the retention of title, lipobak can demand the return of the goods if lipobak has withdrawn from the contract. lipobak is entitled to utilize the goods subject to retention of title and to satisfy lipobak's claims against the customer from the proceeds of the sale of the goods. If lipobak is entitled to exercise the retention of title, the customer grants lipobak irrevocable and unrestricted access to his business premises or to the goods subject to retention of title during normal business hours. The customer is entitled to collect the claims from the resale of the goods, unless lipobak revokes the direct debit authorization. At the request of lipobak he is obliged to inform his customers immediately of the assignment to lipobak - if lipobak does not do this itself - and to give lipobak the collection of necessary information and documents. Under no circumstances is the customer entitled to further assignment of the claim. An assignment


§ 7 Notice of defects / Warranty

All obvious and/or recognized defects, shortfalls or wrong deliveries must be reported in writing without delay, in this case before processing or installation. Further obligations according to § 377 HGB remain unaffected. In the case of obvious defects, these must be reported within one week after handover of the system. The warranty period for all deliveries to entrepreneurs within the meaning of the BGB or merchants within the meaning of the HGB is one year. In the case of warranty, the customer may first demand subsequent performance. In doing so, lipobak is granted the right to provide this supplementary performance by eliminating the properly notified defects. The customer has to grant lipobak a reasonable period of time and opportunity to eliminate the defects, in particular to make the system that is the subject of the complaint immediately accessible, otherwise the warranty is void. If lipobak does not eliminate the defects, lipobak reserves the right to provide a defect-free product as supplementary performance. The customer must set lipobak a reasonable period of time for supplementary performance. In the event that lipobak does not rectify defects within this reasonable period, or if lipobak is unable to deliver a defect-free product or if lipobak refuses to deliver a defect-free product, the customer has the right to withdraw from the contract or to reduce the purchase price, as well as the right to compensation for damages instead of fulfillment. In particular, the value of the item in a defect-free condition, the significance of the defect and the question of whether the other type of supplementary performance can be carried out without significant disadvantages for the customer must be taken into account. The type of object (device), the type of defect, as well as the failure of a commercially used object (device) due to the defect are of particular importance in this regard. warranty is excluded if the product (system, equipment) is improperly installed, maintained, used, repaired, modified or operated in an environment that does not meet lipobak's installation requirements by the customer or third parties commissioned by the customer. In each individual case, lipobak will determine how the quality of the water (temperature, salt content, etc.) must be maintained at all times. If, after checking a complaint, it is determined that there is no warranty claim, then the costs of the inspection and repair will be charged at the current customer service price regulations. If the system lacks a guaranteed quality at the time of the transfer of risk, the customer has the right to withdraw from the contract.


§ 8 Safety regulation

Attention is drawn to the observance of the relevant safety regulations, e.g. the accident prevention regulations. If, in the case of deliveries abroad, safety regulations exist in the customer's country, in particular for the approval, maintenance and handling of the delivery items, the customer alone is obliged to comply with these. The customer is obliged to exempt lipobak from all claims arising from such regulations. In the case of complaints, the delivered products must be sent in - as far as possible - carriage paid, whereby within the warranty period, lipobak's equipment will be repaired or replaced free of charge if it has become defective due to material or manufacturing defects.

§ 9 General limitation of liability

We shall only be obliged to pay damages if the damage is due to a breach of duty caused by gross negligence or intent. In the event of only a slightly negligent breach of a main obligation (essential contractual obligation), the liability for damages shall be limited. In this case, liability is limited to a maximum of € 500,000.00 for personal injury and property damage or € 50,000.00 for financial loss. The limitation applies to such damages that could reasonably be expected to occur at the time of conclusion of the contract, i.e. excluded are damages that are untypical for the contract or unforeseeable. This limitation shall not apply to damages resulting from injury to life, body or health. In the event that lipobak is only slightly negligent in breaching secondary obligations (insignificant contractual obligations), liability for damages is excluded. This does not apply to liability for injury to life, body or health. In the case of breaches of secondary obligations for which lipobak is not responsible, the customer can only withdraw from the contract if it is unreasonable to expect him to adhere to the contract. The same limitation of liability applies to liability for only slightly negligent breaches of duty by vicarious agents. If the customer is an entrepreneur or merchant as defined by the German Commercial Code, a legal entity under public law or a special fund under public law, possible claims for damages are limited as follows: Any liability is limited to such damages, which could be reasonably expected to occur at the time of the conclusion of the contract according to the known circumstances (i.e. typically foreseeable damages).claims for damages, except from liability for injury to life, body or health, become time-barred after one year from the delivery of the goods or the acceptance of the plant or the performance of a defective service. There is no liability for indirect damage or loss of profit, unless the liability is based on gross negligence or the assumption of a guarantee. lipobak is also not liable for improper use of the products, especially if the products are not used and applied in accordance with the product information provided. This limitation of liability also applies to claims against employees commissioned by lipobak.


§ 10 Data protection

lipobak - customers are hereby informed that lipobak processes personal data obtained in the course of the business relationship in accordance with the provisions of the DSGVO.


§ 11 Place of Performance / Jurisdiction / Applicable Law

Place of performance is Claudiusstraße 25, 64521 Groß-Gerau. If the customer is an entrepreneur, registered trader, legal entity under public law or special fund under public law, the exclusive place of jurisdiction for all legal disputes arising from or in connection with contracts is agreed to be Groß-Gerau. However, lipobak reserves the right to take legal action or initiate other legal proceedings at the general place of jurisdiction or registered office of the customer.


§ 12 Choice of law

The contractual relationships are subject exclusively to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Should individual points of these terms and conditions of sale and delivery be ineffective or become ineffective due to legal developments, the validity of the remaining terms and conditions remains unaffected. All prices are ex works plus the applicable statutory value added tax, currently 19%. lipobak's general terms and conditions of delivery and payment apply.


lipobak GmbH & Co. KG

Claudiusstraße 25

64521 Groß-Gerau

Germany