General Terms and Conditions of Lutz-Jesco GmbH
Valid from 1 January 2025
1. Scope and Supplier
These General Terms and Conditions apply to all legal transactions between
Lutz-Jesco GmbH, Aredstrasse 7/2, 2544 Leobersdorf, Austria,
telephone number: 02256/62 180, fax: 02256/62 180-62
VAT No. ATU 57149703
Company Register No. FN 235615v
and its customers.
Any deviating terms and conditions of the customer shall only apply with the express written consent of Lutz-Jesco GmbH.
2. Conclusion of Contract
2.1 All offers made by Lutz-Jesco GmbH are subject to change. The contract shall only come into effect upon written order confirmation by Lutz-Jesco GmbH or upon delivery. The documents forming part of the quotation, in particular illustrations, drawings, plans, descriptions, cost estimates and other documents, remain the property of Lutz-Jesco GmbH, including any copyright in their content. They may not be made available to third parties without the written consent of Lutz-Jesco GmbH.
2.2 Assurances, ancillary agreements and amendments to the contract must be in writing to be valid. Any waiver of the requirement for the written form must also be in writing.
2.3 Lutz-Jesco GmbH reserves the right to make design, form or other changes to the subject matter of the contract due to technical progress and innovation without prior notice and without the customer’s consent.
3. Prices
3.1 All prices quoted in the offers from Lutz-Jesco GmbH are net prices excluding statutory VAT and are ex works. The costs of packaging, as well as transport and shipping costs, shall be invoiced in addition to the quoted prices in accordance with actual expenditure.
3.2. Unless otherwise agreed, quotations are subject to a fee.
4. Terms of payment
4.1 All invoice amounts are due for payment immediately without deduction, unless otherwise agreed in writing. Bills of exchange and cheques are accepted only on account of performance and at the customer’s expense.
4.2 In the event of late payment, default interest of 12% plus statutory VAT per annum shall be charged. The customer is obliged to reimburse all reminder and collection costs in addition to the interest on arrears.
4.3 In the event of justified doubt regarding a customer’s creditworthiness, we may make any individual delivery conditional upon advance payment or the provision of security in the amount of the invoice.
4.4 The customer may only set off claims against Lutz-Jesco GmbH if the customer’s counterclaim has been acknowledged or has been established by a final and binding court judgement. The same applies to the assertion of a right of retention by the customer.
5. Delivery Terms
5.1 Collection by the customer is deemed agreed unless otherwise agreed with the customer. Delivery times are ex works. They shall only commence after the technical issues still outstanding at the time of conclusion of the contract have been clarified, after receipt of the documents to be provided by the customer, such as drawings and approvals, and/or after any down payments have been made and production approvals have been granted. All transport and shipping costs incurred shall be charged to the customer on the basis of actual expenditure.
5.2 In the event of the goods being dispatched, delivery shall be made, at the discretion of Lutz-Jesco GmbH, by parcel service, post, rail or carrier. These standard methods of dispatch are expressly deemed to have been approved by the customer. In the event of cash-on-delivery shipments, Lutz-Jesco GmbH is entitled to take out appropriate insurance at the customer’s expense.
Unless otherwise agreed, Lutz-Jesco GmbH is entitled to make deliveries in instalments.
5.3 Lutz-Jesco GmbH shall be liable for the consequences of delay in the event of intent or gross negligence. Liability for indirect damage, consequential damage, loss of profit, financial loss, unforeseeable damage and for any claims by third parties against the customer arising from the delay is excluded. The customer must inform us immediately in writing of any impending consequences of the delay. Our delay in delivery presupposes a reminder from the customer with a reasonable grace period.
5.4 If the dispatch of goods ready for shipment is not possible through no fault of Lutz-Jesco GmbH, or is not desired by the customer, Lutz-Jesco GmbH shall be entitled to store the goods at the customer’s expense, whereupon the delivery shall be deemed to have been effected. The agreed terms of payment shall remain unaffected.
5.5 Force majeure, such as strikes, lockouts, operational disruptions, official orders, epidemics, uprisings and civil unrest, war, acts of terrorism including cybercrime, sabotage, the loss of import and export opportunities (in particular sanctions and embargoes), natural disasters, fires, floods, supply shortages and/or delayed or failed delivery by upstream suppliers shall extend the delivery periods by the duration of the delay caused thereby, plus a reasonable period for the resumption of operations and performance by the upstream supplier, and Lutz-Jesco GmbH shall not be liable for delay or non-performance.
5.6 The provisions of this section shall apply mutatis mutandis to installation deadlines. An installation deadline shall not commence until the customer has fulfilled their preparatory and ordering obligations (see “Installation Conditions/Installation Prices”).
6. Risk
6.1 In the case of collection by the customer, the risk passes to the customer at the agreed delivery time, even if Lutz-Jesco GmbH undertakes transport or installation.
In the case of a sale by delivery and dispatch using a standard method of dispatch in accordance with clause 5.2 of these General Terms and Conditions (parcel service, post, rail or carrier) or by a specific method of dispatch expressly agreed with the customer, the risk passes to the customer upon handover of the goods from Lutz-Jesco GmbH to the carrier, even if Lutz-Jesco GmbH undertakes dispatch, export or installation.
In the case of an agreed obligation to deliver to the customer’s premises, the risk passes to the customer upon handover of the goods to the customer, even if Lutz-Jesco GmbH undertakes the installation.
These provisions also apply in the event of partial deliveries. The burden of proof that the defect already existed at the time of handover lies with the customer.
6.2 At the customer’s request, the consignment shall be insured for transport at the customer’s expense. Furthermore, in the event of cash-on-delivery shipment, Lutz-Jesco GmbH is entitled to take out appropriate insurance at the customer’s expense.
6.3 In all other respects, the INCOTERMS in the version valid on the date of conclusion of the contract shall apply.
7. Warranty
7.1 Lutz-Jesco GmbH warrants, in accordance with the following provisions, that the subject matter of the contract corresponds to the agreed terms of the contract at the time of the transfer of risk pursuant to clause 6.1 and is fit for its ordinary use. Lutz-Jesco GmbH does not provide a guarantee for its goods.
It is expressly stated that only those details regarding properties, weight, dimensions, capacity, colour, prices and other specifications contained in catalogues, circulars, brochures, advertisements, illustrations and price lists used by Lutz-Jesco GmbH in the course of business shall form part of the contract. Public statements by third parties regarding the products of Lutz-Jesco GmbH are not relevant for the assessment of the content of the contract.
7.2 Lutz-Jesco GmbH’s warranty obligation applies only to defects arising from a fault in the design, material or workmanship of Lutz-Jesco GmbH which were already present at the time of the transfer of risk, and where such defects (including hidden defects) have become apparent within a period of one year from the date of the transfer of risk (warranty period). The burden of proof lies with the customer. The customer’s rights under the warranty, as well as any claims for a price reduction or termination of the contract, shall lapse three months after the expiry of the aforementioned warranty period.
7.3 A warranty is excluded if the customer’s technical installations, such as supply lines, cabling, networks and the like, are not in a technically sound and operational condition or are not compatible with the contractual items supplied by Lutz-Jesco GmbH. In this regard, Lutz-Jesco GmbH is under no obligation to carry out checks.
Furthermore, no warranty claims shall arise for second-hand products or for defects caused by normal wear and tear, improper handling or overuse, if operating or installation instructions issued by law or by Lutz -Jesco GmbH have not been followed, or the installation was not carried out by an authorised specialist; if the purchased item was manufactured based on the customer’s specifications or materials and the defect is attributable to those specifications or materials; if modifications were made to the products themselves or by third parties,
parts have been replaced or, in the case of consumables, materials have been used which do not comply with the original specifications or which place excessive strain on the goods; in the event of assembly, installation or commissioning by the customer without this being carried out by an authorised specialist; in the event of improper storage or operating conditions that impair functionality; and in the event of necessary maintenance not being carried out or poor maintenance.
7.4 The customer may only assert warranty claims, claims for damages arising from the defect itself or claims based on a mistake regarding the absence of defects in the goods if they report the defect in writing without delay. Verbal, telephone or delayed notifications of defects and complaints will not be taken into account. The description of the defect should be as precise as possible. The customer must report transport damage to the carrier immediately.
7.5 If, in the specific case, the defect is to be remedied by Lutz-Jesco GmbH, the latter shall have the choice either
- to repair the defective subject matter of the contract on site, or
- have the defective contractual item or parts thereof sent to it for rectification, so that the rectification can be carried out at the registered office of Lutz-Jesco GmbH,
- or to replace the defective contractual item or parts thereof.
Further warranty claims shall only arise if rectification is not possible or is only possible at disproportionately high cost to Lutz-Jesco GmbH, or if Lutz-Jesco GmbH fails to carry out the repair/replacement within a reasonable grace period. Expenses in connection with the repair or replacement that exceed the necessary materials and labour time for the repair or replacement (in particular any installation and removal costs) shall be borne by the customer.
8. Liability
8.1 With regard to all damage arising in connection with the provision of contractually agreed services, Lutz-Jesco GmbH shall be liable for property damage only to the extent that such damage is reported to Lutz-Jesco GmbH without delay and there is gross negligence or wilful misconduct on the part of Lutz-Jesco GmbH, whereby the burden of proof regarding gross negligence and wilful misconduct lies with the party invoking it.
We shall only be liable for property damage not arising from the goods themselves if the customer informs us in writing of the potential risk at the time of concluding the contract and we assume a specific liability in writing in this regard.
8.2 Claims for compensation shall become time-barred one year after becoming aware of the damage and the party responsible, but no later than five years after delivery by Lutz-Jesco GmbH.
8.3 Liability for indirect damage, consequential damage, loss of profit, financial loss, damage resulting from business interruption, unforeseeable damage, and for any claims by third parties against the customer is excluded.
Our obligation to maintain/supply spare parts is limited to a period of 5 years following delivery. Our current list prices apply to spare parts.
9. Retention of title
9.1 Until the purchase price for the main and ancillary items has been paid in full, the purchased items remain the property of Lutz-Jesco GmbH. The customer expressly acknowledges that payments are to be regarded as partial payments towards the total invoice, but not towards individual items on the invoices issued by Lutz-Jesco GmbH.
It is expressly agreed that an extended retention of title also applies.
9.2 In the event of processing, combining or mixing of items subject to retention of title with other items, Lutz-Jesco GmbH shall be 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, including the costs of processing at the time of processing.
9.3 The customer shall ensure the safe and proper storage of the goods subject to retention of title and shall insure them at their own expense against theft, fire and other damage to property. They may only dispose of them in the ordinary course of their business.
9.4 The Customer hereby expressly agrees in advance that Lutz-Jesco GmbH may assign to third parties any claims against the Customer, for whatever purpose.
9.5 Any prohibitions on assignment shall only be legally effective if they are explicitly agreed between the contracting parties in the specific individual case.
9.6 In the event of default in payment, imminent suspension of payments or in the event of enforcement proceedings against the Customer, Lutz-Jesco GmbH shall be entitled to dismantle and/or otherwise take back the goods subject to retention of title.
10. Place of jurisdiction, applicable law
10.1 It is expressly agreed that Austrian law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
10.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly from this contract shall be the court having subject-matter jurisdiction over the registered office of Lutz-Jesco GmbH. Notwithstanding this agreement, Lutz-Jesco GmbH may also bring an action at the customer’s general place of jurisdiction.
10.3 The place of performance for delivery and payment shall be the registered office of Lutz-Jesco GmbH, even if handover takes place at another location as agreed.
11. Installation Terms
In addition to these General Terms and Conditions, our “Installation Terms/Installation Prices” shall apply to the agreed installation of contractual products.
12. Partial Invalidity
Should any provisions of this contract be or become legally ineffective, invalid and/or void during its term, this shall not affect the legal validity and effectiveness of the remaining provisions. In such a case, the contracting parties undertake to replace the legally ineffective, invalid and/or void provision with one that is legally effective and valid and corresponds as far as possible and as legally permissible to the economic effect of the replaced provision.
13. Ownership, Copyright, Confidentiality
13.1 We reserve ownership and all industrial property rights and copyrights in our designs, samples, illustrations, technical documentation, cost estimates or quotations, even if the Customer has borne the costs for the designs etc. The Customer may only use the designs etc. in the manner agreed with us. The customer may not manufacture the goods to be delivered themselves or have them manufactured by third parties without our written consent.
13.2 Where we supply goods in accordance with designs and specifications prescribed by the customer, the customer shall be liable to us for ensuring that their manufacture and delivery do not infringe any industrial property rights or other rights of third parties. The customer shall compensate us for all damages resulting from such infringements.
13.3 The Customer must keep confidential from third parties all information obtained from the business relationship with Lutz-Jesco GmbH that is not already in the public domain. The Customer shall be liable for any adverse consequences arising therefrom.
