Our Terms and Conditions

General Terms and Conditions of Sale of Latzke Härteprüfung GmbH in Wiehl

I. Scope of application

The deliveries, services and offers of Latzke Härteprüfung GmbH (hereinafter referred to as “Latzke”) to the purchaser (hereinafter jointly referred to as the “Parties”) shall be made exclusively in accordance with these General Terms and Conditions of Sale (hereinafter referred to as the “Terms and Conditions”).
These Terms and Conditions are divided into Part A concerning the General Terms and Conditions of Delivery and Payment for delivery contracts and the supplementary Part B concerning the installation of a machine by Latzke.
These Terms and Conditions shall also apply to all future business relationships, even if they are not expressly agreed again. Latzke does not recognize any conflicting or deviating terms and conditions of the purchaser, even if their validity is not separately objected to in individual cases.
These Terms and Conditions shall apply only vis-à-vis a person who, when concluding the contract, is acting in the course of a commercial or self-employed professional activity (so-called “entrepreneur”) or vis-à-vis legal entities under public law or a special fund under public law.
Individual agreements made between the Parties in individual cases shall in all cases take precedence over these Terms and Conditions. A contract shall be concluded upon written order confirmation by Latzke, unless otherwise agreed in writing.
The content of ancillary agreements as well as other contractual agreements, details, information or assurances of any kind and form shall be subject to Latzke’s written confirmation.
All drawings, technical documents or other information of a tangible or intangible nature made available to the purchaser shall remain the property of Latzke. Without Latzke’s written consent, these documents may not be disclosed to third parties or used for purposes other than those for which they were supplied.

Confidentiality
The contractor undertakes to treat as confidential the information received in the course of performing the activities.

Part A

General Terms and Conditions of Delivery and Payment

I. Scope of this section

The provisions of this Part A shall apply to all offers, sales, and the handling of deliveries and services by Latzke.

II. Delivery, delivery delay, transfer of risk, place of performance

The expected delivery period results from Latzke’s offer and order confirmation and is generally non-binding and subject to correct and timely self-supply.
The delivery period shall be extended until all questions regarding the delivery item have been clarified between Latzke and the purchaser and the purchaser has fulfilled all obligations (e.g. payments) on its part. The defense of non-performance of the contract remains reserved. Latzke shall not be in default of delivery in the event of disruptions due to force majeure and other obstacles for which Latzke is not responsible, such as operational disruptions, or upon conclusion of a
congruent hedging transaction in the event of the supplier’s default. If the delivery period is extended for the aforementioned reasons, Latzke will inform the purchaser thereof without undue delay and communicate the expected new delivery period.
The delivery period shall be deemed complied with if the delivery item has left the Latzke plant by the expiry of the agreed delivery period or the agreed delivery date, or if Latzke has notified the purchaser of readiness for delivery by that time. If acceptance of the delivery item at the Latzke plant is agreed, the acceptance date or the notification of readiness for acceptance or, in the event of unjustified refusal of acceptance, the expiry of the reasonable grace period set by Latzke shall be the relevant time for compliance with the delivery time.
This shall not apply if Latzke caused the failure to meet the delivery date/delivery period.
If the purchaser is in default of acceptance or acceptance inspection, or culpably breaches other duties to cooperate, Latzke shall be entitled to invoice the resulting damage, including any additional expenses, and/or deliveries not called off, in due time. Further rights or claims remain reserved. The risk of accidental loss or accidental deterioration shall pass to the purchaser

• upon occurrence of default of acceptance or acceptance inspection, provided the requirements under Section II (3) are met;
• upon dispatch to the purchaser, at the latest upon leaving the Latzke plant; this shall apply irrespective of who bears the freight costs;
• if acceptance is agreed, at the time of acceptance;
• in the event of unjustified refusal of acceptance, upon expiry of the reasonable grace period for acceptance set by Latzke.

The place of performance shall generally be the Latzke plant in Wiehl, unless a different place of performance results from the order confirmation.

III. Prices and payment
All prices result from Latzke’s offer. Prices apply including loading ex works Latzke plus the applicable statutory VAT, excluding packaging costs and excluding further transport costs (including unloading at the purchaser), unless otherwise agreed in writing between the Parties.
Latzke may require the purchaser to make an advance payment in the amount of the value of the components provided after the components of the goods to be delivered have been made available. After notification of readiness for dispatch, but before dispatch of the goods to be delivered, Latzke is entitled to demand a further advance payment in the amount of 80% of the purchase price less any first advance payment.
The remaining balance of the purchase price shall be paid after receipt of the goods and invoicing. Upon request, Latzke will provide the purchaser, concurrently, with a security and/or warranty bond in the amount of the respective advance payment to be made.
Payment shall be made without any deduction in accordance with the invoice, unless otherwise agreed between the Parties. Payment shall only be deemed made once the full invoice amount has been credited to Latzke’s account.
The purchaser shall only be entitled to rights of set-off or retention with undisputed or legally established claims, as well as with counterclaims arising from the same legal relationship.

IV. Retention of title
Latzke retains title to the delivery item (so-called “goods subject to retention of title”) until full payment of all present and future claims arising from the contract and the ongoing business relationship (so-called “secured claims”).
If the purchaser acts in breach of contract, in particular in the event of default in payment, Latzke shall be entitled, after setting a reasonable deadline, to withdraw from the contract and demand return of the goods subject to retention of title. The purchaser is obliged to return the goods subject to retention of title without undue delay.
After withdrawal from the contract and after taking back the goods subject to retention of title, Latzke shall be entitled, after prior notice of realization to the purchaser, to realize the goods subject to retention of title and to credit the proceeds of realization, less reasonable realization costs, against the purchaser’s outstanding liabilities. To the extent that the proceeds of realization exceed the costs and liabilities, the surplus shall be paid out to the purchaser.
The purchaser is obliged to treat the goods subject to retention of title with care. If maintenance and inspection work is required for proper care of the goods subject to retention of title, the purchaser shall carry this out without undue delay at its own expense.
Before full payment of the secured claim, the goods subject to retention of title may neither be pledged to third parties nor transferred by way of security. The purchaser is obliged to notify Latzke in writing or in text form without undue delay of any seizures or other interventions by third parties in the goods subject to retention of title.
The purchaser is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business in accordance with the following provisions:

• Any processing or transformation of the goods subject to retention of title by the purchaser shall be carried out for Latzke as manufacturer. If the goods subject to retention of title are processed with other items not belonging to Latzke, Latzke shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other processed items at the time of processing.
• If the goods subject to retention of title are inseparably combined or mixed with other items not belonging to Latzke, Latzke shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the purchaser’s item is to be regarded as the principal item,
  the purchaser and Latzke hereby agree that the purchaser transfers proportional co-ownership of this item to Latzke. Latzke accepts this transfer.
• The purchaser hereby assigns to Latzke, by way of security, in full, its claims for payment against its customers arising from a resale of the goods subject to retention of title, as well as those claims of the purchaser relating to the goods subject to retention of title that arise against its customers or third parties on any other legal basis (in particular claims arising from tort and claims for insurance benefits), including all balance claims from current account, already now. Latzke accepts this assignment.

If the realizable value of the securities exceeds Latzke’s claims by more than 10%, Latzke will release securities at the purchaser’s request, at Latzke’s discretion. If an extended or expanded retention of title pursuant to Section 5 is not effective under the law of the place where the goods subject to retention of title are located, the purchaser shall not be entitled to resell the goods subject to retention of title unless it grants Latzke another corresponding security instrument and carries out the actions required for this. The purchaser is also obliged to provide such a security instrument if the law of the place where the goods subject to retention of title are located does not recognize retention of title at all.

V. Claims for defects/liability for defects
Latzke is obliged to remedy defects in quality and title in accordance with the statutory provisions. This requires that the purchaser has duly complied with its statutory duties to inspect and give notice of defects. If a defect becomes apparent during inspection or later, Latzke must be notified thereof in writing without undue delay. In the case of obvious defects, the notice shall be deemed to have been given without undue delay if it is made within two (2) weeks of delivery. In all other cases, the notice shall be deemed to have been given without undue delay if it is made within two (2) weeks of discovery of the defect. Timely dispatch of the notice shall be sufficient to meet the deadline.
Warranty claims shall not exist in the event of damage or defects

• that are attributable to influences of third-party products (for example, materials provided by the purchaser),
• that are based on a design specified or more precisely determined by the purchaser,
• that are attributable to circumstances occurring after the transfer of risk,
• that are caused by operating conditions not contractually envisaged or improper use, or improper service or repair work by the purchaser,
• that are based on unauthorized modifications by the purchaser,
• that are attributable to normal wear and tear or ordinary deterioration, or that are otherwise attributable to the purchaser’s sphere,
• Latzke may invoice additional expenses resulting from such disruptions.

If the goods are defective, Latzke may, at its discretion, provide subsequent performance either by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Latzke may remedy the defect at the place of performance at its own discretion; however, Latzke is not obliged to carry out the repair at the location of the goods if the goods have been moved to a place other than the place of performance. In the event of remedying the defect or replacement delivery, Latzke is obliged to bear all expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these do not increase due to the purchased item being moved to a place other than the place of performance. Replaced or returned parts shall become the property of Latzke.
If, after the purchaser’s complaint/notice of defect, no defect can be determined in the delivery item, the purchaser shall bear the costs incurred by Latzke. The purchaser must give Latzke the opportunity to repair or provide a replacement delivery. The purchaser’s right remains unaffected, in extremely urgent cases and after written notification to Latzke, to remedy the defect itself or have it remedied by third parties, with entitlement to reimbursement of the proven necessary expenses.
If subsequent performance fails or if further attempts at subsequent performance are unreasonable for the purchaser, the purchaser shall be entitled to reduce the price or withdraw from the contract. In the case of an insignificant defect, however, there shall be no right of withdrawal. Except in the cases specified in Section VI Nos. 1 to 3, the purchaser shall have no claims for damages due to a defect in the delivery item.

VI. Liability
Latzke shall be liable without limitation for damages resulting from injury to life, body or health that are based on a negligent breach of duty by Latzke or on an intentional or negligent breach of duty by a legal representative or vicarious agent of Latzke, and in cases of statutorily required strict liability, in particular under the Product Liability Act, and in the case of liability under a guarantee.
Latzke shall be liable for other damages that are based on an intentional or grossly negligent breach of duty by Latzke or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of Latzke. In this case, liability is limited to the damage foreseeable at the time of conclusion of the contract and typically occurring.

In the event of an intentional or negligent breach of a material contractual obligation, Latzke shall only be liable for the damage foreseeable at the time of conclusion of the contract and typically occurring.
A material contractual obligation is an obligation whose fulfillment is essential for the proper performance of the contract concluded with the customer and on which the customer relied and was entitled to rely, and whose culpable non-fulfillment jeopardizes the achievement of the purpose of the contract.
In all other respects, Latzke’s liability is excluded.
To the extent that Latzke’s liability is excluded or limited, this shall also apply to employees, representatives and vicarious agents of Latzke.

VII. Limitation period
In the case of damages resulting from injury to life, body or health that are based on a negligent breach of duty by Latzke or an intentional or negligent breach of duty by a legal representative or vicarious agent of Latzke, in the case of other damages that are based on an intentional or grossly negligent breach of duty by Latzke or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of Latzke, as well as in the case of damages that are based on an intentional or negligent breach of material contractual obligations from the respective contract by Latzke or a legal representative or vicarious agent, the statutory warranty period shall apply. The same applies in cases of statutorily required strict liability, in particular under the Product Liability Act, and in the case of liability under a guarantee.

In the case of a building and in the case of an item that has been used for a building in accordance with its customary use and has caused its defectiveness, as well as in the case of a work whose success consists in the provision of planning or supervisory services for a building, the limitation period shall be five years.
In all other cases, the warranty period shall be one year.

VIII Use of computer software
Insofar as software is included in the scope of delivery, the purchaser shall be granted a non-exclusive right to use the delivered software, including its documentation. The software is provided exclusively for use on the delivery item intended for this purpose or for using the delivery item. Use of the software for other purposes is prohibited. The aforementioned right of use may only be transferred to subsequent owners or lessees of the delivery item; the granting of sublicenses by the purchaser is not permitted.
Latzke has no obligation whatsoever to provide the software source code or to supply updated software versions.
The purchaser may only reproduce, edit, translate or convert the software from object code into source code to the extent permitted by law (Sections 69a et seq. German Copyright Act).
The customer undertakes not to remove manufacturer information—especially copyright notices—or to change it without Latzke’s prior express consent. All other rights to the software and documentation, including copies, remain with Latzke or the software supplier.

IX. Force majeure
If a contracting party is unable to fulfill its contractual obligations for reasons beyond its control, such as labor disputes, fire, war, general mobilization, uprising, embargo, foreign exchange and export restrictions, natural disasters, acts of terrorism, inadequate supplies, it may suspend these obligations to the extent that such impediments continue and were not foreseeable at the time the contract was concluded.
The contracting party invoking force majeure must notify the other party in writing and without undue delay of the beginning and end of this delay; otherwise, it is obliged to indemnify the other party for the costs caused by the failure to notify.

Each party may withdraw from the contractual relationship or terminate it with immediate effect after delays caused by force majeure have continued for more than six months.

X. Miscellaneous
Partial deliveries
Latzke is entitled to deliver parts of the delivery item provided that the purchaser’s legitimate interests do not conflict. This is the case in particular if the partial deliveries are of interest to the purchaser in view of the purpose of the contract and do not result in significant additional expense for the purchaser.
Technical modifications
Latzke reserves the right to make technical modifications to the delivery item at any time up to handover, insofar as these serve to optimize the delivery item. If such a technical modification results in a price increase, Latzke will not carry out the technical modification without first obtaining the purchaser’s consent.
Applicability of general law
Unless otherwise regulated above, the statutory provisions shall apply.

XI. Applicable law and place of jurisdiction
The contract and the delivery and acceptance relationships arising therefrom shall be governed by the substantive law of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction for all disputes arising in connection with or from the contract is Latzke’s registered office. Latzke is entitled to sue the purchaser at the competent court at the purchaser’s registered office.

Part B

Terms and Conditions for the installation of a machine by Latzke

I. Scope of this section

The provisions of this section shall apply to all installations and commissioning of delivery items carried out by Latzke at the purchaser’s premises, in addition to the provisions of the preceding Part A.

II. Requirements for installation
Before installation and commissioning begin, the purchaser must have created all necessary prerequisites so that the work can be started immediately upon arrival of the service personnel without danger to their life and health and can be carried out without interruption.
The following requirements must be met by the purchaser:

• the delivery item and its accessories are unpacked and located at the installation site,
• all supply lines (electricity, water, compressed air, hydraulics, etc.) required for installation and commissioning of the delivery item are available and ready for connection,
• the PC provided by the purchaser meets the required system and software requirements,
• if the delivery item comprises several Latzke testing machines, a separate RCD (FI) with 30 mA residual current is available for each Latzke testing machine,
• sample material for instruction in the intended use of the delivery item is provided,
• foundations are completely dry and cured,
• the rooms in which installation and commissioning take place must be protected against weather influences, well lit, and sufficiently heated.

III. Other provisions to be provided by the purchaser

In all cases, the purchaser shall assume, at its own expense and risk:

• unloading and positioning of the delivery item at the installation site by a specialist transport company,
• the provision of the workforce deemed necessary by Latzke,
• the provision of the construction materials, auxiliary and operating materials, devices and heavy tools required and suitable for installation and commissioning, in particular transport and lifting tools, as well as light, electricity and heating,
• appropriate lockable rooms for the stay of Latzke employees and for storing the materials.

IV. Installation costs
Unless otherwise agreed, the purchaser shall bear the costs of installation and commissioning of the delivery item and of instructing the operating personnel.
The purchaser will be charged the applicable hourly rates, including additional costs for overtime as well as work on Sundays and public holidays. Travel time and waiting time shall be deemed working time.
Costs for travel to and from the site, transport of luggage and tools, as well as other costs incurred in connection with installation and commissioning of the delivery item shall also be borne by the purchaser.
The costs of any official acceptance inspection shall be borne by the purchaser.
A rental fee will be charged for the provision of special testing equipment to carry out acceptance of the delivery item.

V. Liability
Latzke shall be liable for the proper installation and commissioning of the delivery item and all related activities of its personnel and vicarious agents, as well as for any culpably caused damage. However, liability is limited in accordance with Section VI of the General Terms and Conditions of Delivery and Payment.

Latzke shall not be liable for additional work performed by the personnel and vicarious agents deployed by it for installation of the delivery item that is not related to installation and commissioning of the delivery item or that is initiated by the purchaser itself, nor for any damage caused thereby.

VI. Resale of the delivery item
In the event of resale of the delivery item, the purchaser shall inform the respective buyer of the requirement to check and comply with the applicable product- and country-specific safety regulations. The purchaser shall indemnify Latzke against all claims arising from non-compliance with this duty to inform.

Version: March 2025