Terms and Conditions

Terms and Conditions of delivery

Terms and conditions of delivery - Lehnen GmbH

AGB 1/1 070611

I. General

1. Differences from the following conditions, in particular purchasing conditions set forth by the purchaser, require our express acceptance.

2. Pictures, drawings and printed matter are subject exclusively to our copyright unless we give permission in writing to make them availabe to third parties.

II. Offers and acceptance of orders

1. We reserve the right to make our contractual offers valid for a period of three weeks.

2. The contents of our performance are determined by our acknowledgement of order in writing. This can be subject to changes which serve the purpose of making technical improvements to our products which are permissable.

3. DIN 2768 concerning tolerance is valid for products made-to-order. The class of precision is determined by the manufacturing process. The purchaser must indicate differing tolerances in writing before the contract has been initiated. Any necessary manufacturing data have to be submitted then, by the purchaser.

4. On-site measuring and assembly will be invoiced separately.

III. Delivery dates

1. Delivery dates and deadlines are only binding if they are expressly agreed upon. The delivery deadline begins with the forwarding of the acknowledgement of order, however, not before the purchaser has provided the necessary documents, approvals, releases and respectively, not before receipt of any deposit payments which have been agreed upon.

2. The delivery date has been maintained as long as the delivery item has left the factory up to its expiry or the purchaser has received notice that the goods are ready for dispatch.

3. The delivery date can be postponed appropriately due to circumstances such as industrial disputes, in particular strikes and lockouts as well as unforseen obstacles beyond our control, in as far as it can be proved that such obstacles have a considerable effect on the production or delivery of the delivery item.

IV. Conditions of dispatch

1. Our deliveries are ex works excluding packaging if not otherwise agreed upon. The purchaser decides on insurance for the delivery and bears the costs for the shipping company, forwarder, customs clearance and taxes. In any case, the risk passes to the purchaser from the moment the goods are handed over to a forwarder or carrier.

2. To ensure correct handling, any return of deliveries require advance notice in writing from the purchaser and our written agreement.

3. In the case of an agreement for a carriage-paid delivery, the freight can, nevertheless, be subject to additional costs valid at the time of the offer.

4. Items that have been delivered have to be accepted by the purchaser, even if they show slight defects. This does not affect the purchaser’s rights of guarantee.

V. Payment

1. Invoices are payable 10 days after receipt without any deductions. Nonobservance of our terms of payment entitles us to withhold further deliveries, regardless of other rights.

2. In the case of default of payment, the purchaser is liable for the statutory interest payable on arrears.

3. In the case of default of payment and should there be reason to doubt the solvency or the creditworthiness of the purchaser, we are authorised to demand securities or advance payments for goods still to be delivered and to make all demands resulting from the business cooperation due immediately, regardless of our other rights.

4. The purchaser is only entitled to offset or to hold back payments in the case of indisputable or legally valid claims.

5. All prices are ex works excluding packaging, plus MwSt. (German Value Added Tax). Freight costs, taxes or charges and other additional costs are for the account of the purchaser.

VI. Damage claims

1. The goods are as stipulated in the contract if they do not or only insignificantly deviate at the time of passing the risk over according to the agreed specifications. The stipulations of contract and lack of damages to our goods are proportionate only to the express agreements on quality and claims of the ordered goods. Figure II. paragraph 3 is decisive with respect to the tolerance in the case of products made-to-order. We are not liable for deterioration, the decline or any improper treatment of the goods after passing the risk.

2. Material defects have to be reported to us in writing without delay and 7 days after delivery at the latest. Material defects which can not be discovered within this deadline, even after careful inspection, have to be reported to us in writing immediately after they have been discovered. Should a material defect be discovered, any further working on or use of the goods must be ceased immediately. Shorter, statutory time limits in accordance with §§ 377 ff. HGB (Code of Commercial Law) take precedence.

3. In the case of justified damage claims, made within the stipulated time limit, we can carry out the post fulfillment at our choice, either by eliminating the fault or by replacing the goods. Replaced parts are then our property. Failure or refusal of post fulfillment after an appropriate period of time has elapsed, entitle the purchaser either to withdraw from the contract or to reduce the purchase price. In the case that the damage is not considerable, or the goods have already been sold, worked on or changed in any way, the purchaser is only entitled to reduce the purchase price.

4. Expenditures in connection with the post fulfillment can only be accepted in as far as the individual cases are in relation to the purchase price of the goods. Expenditures caused by bringing the sold goods to a place different from the one agreed upon, will not be accepted, unless this corresponds to their use as stipulated in the contract.

5. The lodging of damage claims is out of the question after completion of an agreed upon inspection of the goods to be carried out by the purchaser. If the purchaser is unaware of damage which results from negligence, he can only assert his rights concerning this damage, if we have concealed this damage fraudulently or if we have promised a guarantee for the nature of the goods.

6. If the purchaser does not immediately give us the opportunity to check the entitlement of the damage claim, by putting the damaged goods at our disposal or by making them available to us on-site, his rights concerning damage claims become invalid.7. Our futher liabilities in accordance with figure VII. as well as §§ 478, 479 BGB (Civil Code) remain unaffected.

VII. General limitations of liability and statute of limitations

1. We are liable in the case of violation of contractual and non-contractual obligations,
in particular impossibility, delay, fault in connection with the initiation of the contract and tort, also on the part of our executives and other vicarious agents, however, only in cases of intention and gross negligence and limited to forseeable damages typical for a contract, laid down on completion of the contract. In other cases, our liability is ruled out, also for damage claims and claims arising later.

2. These limitations are not valid by culpable violation of important contractual obligations, in as far as the achieving of the objective of the contract is endangered and are also not valid in the case of culpably caused damage to life, body or health and not even when and in as far as we have given a guarantee for the nature of the sold goods as well as in cases of binding liability in accordance with the product liability law. The rules concerning burden of proof remain unaffected.

3. In as far as not otherwise agreed upon, claims in connection with the delivery of the goods against us fall under the statute of limitations one year after delivery. This limitation period is also valid for goods, which have been used in correspondence with their standard manner of use for a building and have caused deficiency, unless this manner of use has been agreed upon in writing. The statute of limitations is unaffected in relation to claims which are made in connection with intentional and gross negligence, culpably caused damage to life, body or health. The statute of limitations concerning indemnification claims in accordance with §§ 478, 479 BGB (Civil Code) also remains unaffected.

VIII. Retention of title

1. We reserve the right of retention of title of the goods delivered until the purchaser has met our demands resulting from the business cooperation in full.

2. The purchaser is entitled to sell the retention goods in the course of proper and acceptable business transactions

3. Should the purchaser sell the retention goods, we are entitled to the purchaser’s outstanding amounts in the amount of our complete outstanding amount against the purchaser. He cedes the future outstanding amount to us from now on. The purchaser is entitled to collect his outstanding amounts even after the cedement. Our entitlement to collect the outstanding amounts ourselves, remains unaffected.

4. Should the purchaser behave in a manner which is contrary to the terms of the contract, in particular in the case of default of payment, we are entitled to reclaim the goods as our property.

5. The purchaser is obliged to inform us about the inventory of the goods and respectively, about the sale of the goods and the demands arising from this sale. The purchaser is obliged to give information about the retention of title in the case of seizure by enforcement officers and to inform us about any such seizure without delay.

IX. Concluding stipulations

1. In the case that single regulations surrounding these terms and conditions of delivery are or become in whole or partly ineffective or even void, the remaining regulations are still valid. Conditions which are nearest to the economic purpose of the contract, taking an appropriate safeguarding of the interests of both parties into consideration, replace such ineffective or void conditions. This is also valid accordingly for regulation loopholes.

2. The contract language is German. The German wording in these terms and conditions of delivery as well as in any contracts made between the purchaser and ourselves shall prevail.

3. Place of fulfillment for both contractual parties is the headquarters of Lehnen GmbH in Longkamp. This contract is subject exclusively to the laws of the Federal Republic of Germany. In as far as permissable, the place of jurisdiction for all disputes arising from business cooperations between ourselves and the purchaser is the location of our headquarters in 54472 Longkamp.

Our standard

Technical clean solutions to market driven prices.

Our service goal: Flexibility and adherence to schedules