GENERAL TERMS & CONDITIONS (GTC)
Langer GmbH & Co. KG
(hereinafter: “we” or “us”)
1. Scope
1.1 These General Terms and Conditions (GTC) apply to all deliveries, services, and offers made by us.
1.2 Deviating or conflicting terms and conditions of the customer shall only apply if we have expressly agreed to their validity in writing.
1.3 These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
2. Conclusion of Contract
2.1 Our offers are non-binding. A contract is only concluded by our written order confirmation or by execution of the delivery.
2.2 Framework or call-off orders are only binding if confirmed by us in writing. Forecasts and demand planning provided by the customer are non-binding.
2.3 Only confirmed individual call-offs are binding.
3. Prices and Terms of Payment
3.1 The prices stated in our order confirmation shall apply plus statutory value-added tax.
3.2 Our prices are ex works (EXW Incoterms® 2020), excluding packaging, freight, insurance, and customs duties.
3.3 Invoices are payable within 30 days from the invoice date without deduction. In the event of default in payment, the statutory provisions (§§ 286 et seq. BGB) shall apply.
3.4 The customer may only offset claims that are undisputed or have been finally adjudicated or assert a right of retention.
3.5 We are entitled to request reasonable advance payments in accordance with the respective production progress.
4. Delivery and Delivery Periods
4.1 Delivery periods are only binding if expressly confirmed by us in writing.
4.2 We are entitled to make partial deliveries that are reasonable for the customer.
4.3 Events of force majeure and other unforeseeable circumstances (e.g. shortages of raw materials, increases in energy prices, operational disruptions, official measures, labor disputes, transport problems) entitle us to postpone delivery appropriately or to withdraw from the contract in whole or in part.
4.4 If the customer defaults on payments or his obligations to cooperate, delivery periods shall be extended accordingly; we shall be released from our delivery obligation for the duration of the default.
5. Transfer of Risk
5.1 The risk of accidental loss or deterioration shall pass to the customer upon handover to the carrier or freight forwarder.
5.2 If collection or dispatch is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification of readiness for dispatch.
6. Retention of Title and Tools
6.1 All goods delivered remain our property until full payment of all claims arising from the business relationship has been made.
6.2 The customer hereby assigns to us all claims including ancillary rights arising from the resale or processing of our goods. We accept the assignment. The customer is entitled to collect the claims as long as he duly meets his payment obligations.
6.3 If our goods are combined or processed with other items, we shall acquire co-ownership in proportion to the invoice value.
6.4 Tools, fixtures, and models manufactured or procured by us remain our property – even if the customer contributes a share of the costs. There is no obligation to surrender them.
6.5 Tools provided by the customer must be adequately insured by him at his own expense.
7. Quality and Compliance
7.1 We deliver in standard commercial quality. Assurances of special properties require an express written agreement.
7.2 We maintain a quality management system in accordance with the relevant industry standards (e.g. IATF 16949). Special inspections are only carried out on the basis of a separate agreement and against payment.
7.3 The customer is obliged to ensure compliance with all regulations applicable to the further processing or use of our products (e.g. REACH, RoHS, Supply Chain Due Diligence Act, export control, ITAR/EU dual use) and to inform us of corresponding requirements in good time.
8. Warranty
8.1 The customer must inspect the delivered goods immediately upon receipt and notify us in writing of any defects no later than 7 days. Hidden defects must be reported immediately after discovery in writing.
8.2 The warranty period is 12 months from delivery, unless longer periods are mandatorily prescribed by law (§§ 438 (1) No. 2, 634a (1) No. 2 BGB).
8.3 In the case of justified complaints, we shall, at our discretion, provide subsequent performance by rectification or replacement delivery. If the subsequent performance fails, the customer may reduce the price or withdraw from the contract.
8.4 Claims for defects do not exist in the case of insignificant deviations from the agreed quality, natural wear and tear, improper handling, or insufficient maintenance after transfer of risk.
9. Liability and Recall Costs
9.1 We are liable without limitation for intent, gross negligence, and in the event of injury to life, body, or health.
9.2 In the case of slightly negligent breach of essential contractual obligations, our liability is limited to the typical, foreseeable damage.
9.3 Further claims for damages are excluded. The provisions of the Product Liability Act remain unaffected.
9.4 We shall only bear recall and field action costs insofar as they are based on defects for which we are responsible and are in reasonable proportion to the value of the goods. The measure must be coordinated with us.
10. Intellectual Property Rights, Documents and Development Results
10.1 We retain all ownership and copyright rights to drawings, CAD data, samples, and development services created by us, unless otherwise agreed in writing.
10.2 Without our consent, these may not be copied, made accessible to third parties, or used for other purposes.
10.3 If new developments arise in the course of cooperation, the intellectual property rights shall generally belong to us, unless otherwise agreed in writing.
11. Confidentiality
11.1 Both parties undertake to keep confidential all information obtained in the course of the business relationship and to use it only for the performance of the contract.
11.2 The confidentiality obligation shall also apply after the end of the contract for a period of 5 years.
11.3 The customer undertakes to oblige his employees, vicarious agents, and subcontractors accordingly.
12. Final Provisions
12.1 German law applies. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12.2 Place of performance and exclusive place of jurisdiction is our registered office, provided the customer is a merchant within the meaning of the German Commercial Code (HGB).
12.3 Should any provision of these GTC be invalid or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a regulation shall apply which comes closest to the economic purpose of the invalid provision.
Version August/2025
(hereinafter: “we” or “us”)
1. Scope
1.1 These General Terms and Conditions (GTC) apply to all deliveries, services, and offers made by us.
1.2 Deviating or conflicting terms and conditions of the customer shall only apply if we have expressly agreed to their validity in writing.
1.3 These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
2. Conclusion of Contract
2.1 Our offers are non-binding. A contract is only concluded by our written order confirmation or by execution of the delivery.
2.2 Framework or call-off orders are only binding if confirmed by us in writing. Forecasts and demand planning provided by the customer are non-binding.
2.3 Only confirmed individual call-offs are binding.
3. Prices and Terms of Payment
3.1 The prices stated in our order confirmation shall apply plus statutory value-added tax.
3.2 Our prices are ex works (EXW Incoterms® 2020), excluding packaging, freight, insurance, and customs duties.
3.3 Invoices are payable within 30 days from the invoice date without deduction. In the event of default in payment, the statutory provisions (§§ 286 et seq. BGB) shall apply.
3.4 The customer may only offset claims that are undisputed or have been finally adjudicated or assert a right of retention.
3.5 We are entitled to request reasonable advance payments in accordance with the respective production progress.
4. Delivery and Delivery Periods
4.1 Delivery periods are only binding if expressly confirmed by us in writing.
4.2 We are entitled to make partial deliveries that are reasonable for the customer.
4.3 Events of force majeure and other unforeseeable circumstances (e.g. shortages of raw materials, increases in energy prices, operational disruptions, official measures, labor disputes, transport problems) entitle us to postpone delivery appropriately or to withdraw from the contract in whole or in part.
4.4 If the customer defaults on payments or his obligations to cooperate, delivery periods shall be extended accordingly; we shall be released from our delivery obligation for the duration of the default.
5. Transfer of Risk
5.1 The risk of accidental loss or deterioration shall pass to the customer upon handover to the carrier or freight forwarder.
5.2 If collection or dispatch is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification of readiness for dispatch.
6. Retention of Title and Tools
6.1 All goods delivered remain our property until full payment of all claims arising from the business relationship has been made.
6.2 The customer hereby assigns to us all claims including ancillary rights arising from the resale or processing of our goods. We accept the assignment. The customer is entitled to collect the claims as long as he duly meets his payment obligations.
6.3 If our goods are combined or processed with other items, we shall acquire co-ownership in proportion to the invoice value.
6.4 Tools, fixtures, and models manufactured or procured by us remain our property – even if the customer contributes a share of the costs. There is no obligation to surrender them.
6.5 Tools provided by the customer must be adequately insured by him at his own expense.
7. Quality and Compliance
7.1 We deliver in standard commercial quality. Assurances of special properties require an express written agreement.
7.2 We maintain a quality management system in accordance with the relevant industry standards (e.g. IATF 16949). Special inspections are only carried out on the basis of a separate agreement and against payment.
7.3 The customer is obliged to ensure compliance with all regulations applicable to the further processing or use of our products (e.g. REACH, RoHS, Supply Chain Due Diligence Act, export control, ITAR/EU dual use) and to inform us of corresponding requirements in good time.
8. Warranty
8.1 The customer must inspect the delivered goods immediately upon receipt and notify us in writing of any defects no later than 7 days. Hidden defects must be reported immediately after discovery in writing.
8.2 The warranty period is 12 months from delivery, unless longer periods are mandatorily prescribed by law (§§ 438 (1) No. 2, 634a (1) No. 2 BGB).
8.3 In the case of justified complaints, we shall, at our discretion, provide subsequent performance by rectification or replacement delivery. If the subsequent performance fails, the customer may reduce the price or withdraw from the contract.
8.4 Claims for defects do not exist in the case of insignificant deviations from the agreed quality, natural wear and tear, improper handling, or insufficient maintenance after transfer of risk.
9. Liability and Recall Costs
9.1 We are liable without limitation for intent, gross negligence, and in the event of injury to life, body, or health.
9.2 In the case of slightly negligent breach of essential contractual obligations, our liability is limited to the typical, foreseeable damage.
9.3 Further claims for damages are excluded. The provisions of the Product Liability Act remain unaffected.
9.4 We shall only bear recall and field action costs insofar as they are based on defects for which we are responsible and are in reasonable proportion to the value of the goods. The measure must be coordinated with us.
10. Intellectual Property Rights, Documents and Development Results
10.1 We retain all ownership and copyright rights to drawings, CAD data, samples, and development services created by us, unless otherwise agreed in writing.
10.2 Without our consent, these may not be copied, made accessible to third parties, or used for other purposes.
10.3 If new developments arise in the course of cooperation, the intellectual property rights shall generally belong to us, unless otherwise agreed in writing.
11. Confidentiality
11.1 Both parties undertake to keep confidential all information obtained in the course of the business relationship and to use it only for the performance of the contract.
11.2 The confidentiality obligation shall also apply after the end of the contract for a period of 5 years.
11.3 The customer undertakes to oblige his employees, vicarious agents, and subcontractors accordingly.
12. Final Provisions
12.1 German law applies. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12.2 Place of performance and exclusive place of jurisdiction is our registered office, provided the customer is a merchant within the meaning of the German Commercial Code (HGB).
12.3 Should any provision of these GTC be invalid or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a regulation shall apply which comes closest to the economic purpose of the invalid provision.
Version August/2025