We basically deliver only under the following sales and delivery conditions. The purchase conditions of the Purchaser do not apply to us, even if we do not expressly contradict them. Our sales and delivery conditions apply exclusively, even if the Purchaser order contains their own different or additional conditions. Exceptional application of other conditions - particularly the purchase conditions of the Purchaser - requires express written confirmation from us beforehand.
LLG international is entitled to modify any prior sales and delivery conditions with effect for the entire business relationship with the Purchaser after appropriate notification. If there is a framework agreement between the Purchaser and LLG international, these sales and delivery conditions apply both to this framework agreement and to individual orders.
1 Offer and order acceptance
a Our offers are non-binding. Product details in catalogues or other product information such as diagrams, dimensions and technical descriptions are non-binding; rights to manufacturing, production and technical model modifications remain reserved. We are entitled to deliver modified or adapted products that differ from an order, as long as their characteristics do not significantly detract from the intended application of said products. Orders requested verbally or by remote data transfer are only considered binding by us if and insofar as we have confirmed the same in writing, if we have dispatched the goods and invoice to the Purchaser or if we have started processing the order. Modifications, extensions and verbal supplementary agreements also require written confirmation.
Any increase arising between contract completion and delivery in wages on which price calculation is based, raw material prices, freight, taxes, duties, charges and other debits or the entry into force of similar new charges, shall entitle the Purchaser to request redefinition of the prices stated in the contract. The quantities set by the Purchaser are definitive for calculation purposes.
b Supplementary clauses in goods descriptions, such as "approx.", "as supplied before", "as before" or similar additions in our offers relate exclusively to the quality or quantity of goods, not to the price. Such details in orders are understood by us in this way, with the same meaning for confirmation where necessary.
c Quantity details are always to be considered to be approximate, unless they are clearly specified by the type and composition of the product. Safety-technical and filling-related deviations of 10% above or below the set amount are permissible, as is 10% excess or under-delivery of custom-made products. Such deviations in quantity are taken into account in their entirety in invoices.
d For small orders under EUR 75.00 plus VAT, we charge a flat rate of EUR 20.00 plus VAT for processing and handling. For orders under EUR 125.00 plus VAT, we are entitled to request payment in advance or to process the order cash on delivery.
e For orders with an order value of more than EUR 25,000, we are entitled to request the following payments in advance:
1) 50 % of the order value, 14 days net, due upon contract conclusion after receipt of order confirmation and partial delivery invoice
2) 40 % of the order value, 14 days net, due upon notification of dispatch readiness and partial delivery invoice
3) 10 % of the order value, 14 days net, due upon delivery and final invoice
Deviations from e 1, 2 and 3 require contractual written form without exception.
f Customers will be invoiced at least €15.00 plus VAT for repair cost estimates. If a cost estimate leads to an order, the sum is set off against the price of repairs. If repairs are not carried out, the cost estimate is invoiced for the full amount, plus postage, packaging costs, freight, any disposal costs arising and VAT
g We supply new factory-direct equipment for 14-day trials. If we do not receive a return consignment from the tester within this period, the payment invoice shall fall due. If the trial product is returned, it must be sent to us, carriage paid, in a suitably clean, original state. If an overhaul of the trial product is necessary, the tester shall bear the resultant costs and is liable for all personal and material damages that may be caused by poisonous, explosive or infectious residues.
2 Order cancellation and good returns
Upon cancellation of an order before delivery, we are entitled to charge the Purchaser for all costs arising from said cancellation. This applies to costs arising for both ourselves and our suppliers. Fault-free goods may only be returned with our approval to the receiving address nominated by us, carriage paid. Special agreement must be made with us for the return of hazardous goods. The return of goods that are faulty through no fault of the Purchaser is settled at 20% of the goods value, this being at least €15.00 plus incidental costs and VAT. Each return requires our written consent.
Custom-made products cannot generally be returned.
3 Purchase price and payment
a Our prices are basically quoted ex works, not including packaging, mounting, assembly, start-up and plus VAT. Prices in catalogues we distribute, on data carriers or on our Internet pages, are non-binding price indications not including VAT. We charge in Euros at the current valid prices plus VAT.
b Unless otherwise agreed, the purchase price falls due immediately upon goods delivery. Invoices for repairs or other services rendered are due immediately.
c If payment is delayed, we reserve the right to charge interest at 5% above the basic rate of the German Federal Bank.
d In cases of default, we may apply more extensive delay penalties.
e Bills of exchange and cheques are only accepted for fulfilment purposes and are validated as payment once they have been cashed. Standard bank charges are to be paid by the Purchaser.
f The Purchaser may only balance undisputed or legally valid claims against our purchase price claims and only with our express permission. Commercial purchasers may withhold the purchase price on the grounds of material defects until we have made a decision on the legitimacy of the complaint, only if the Purchaser provides sufficient security. Private purchasers may only withhold the purchase price on the grounds of material defect from the contract from which the purchase price claim originates.
g If the Purchaser falls into arrears with the payment of one of our invoices to a considerable extent in terms of our business relationship, all our claims from this business relationship shall immediately fall due - regardless of any acceptance of bills of exchange. We are then further entitled to request cash payments or payments in advance for any further deliveries. If the payment arrears are not resolved within a subsequent set period, we are entitled to withdraw from the contract and / or initiate claims for damages on the grounds of non-fulfilment. This applies in particular to agreed but as yet unexecuted subsequent transactions. If we become aware of facts that indicate that the Purchaser is no longer credit-worthy, we are entitled to request cash payment or payment in advance before goods delivery even if otherwise agreed beforehand and to call in our claims.
a Delivery times stated in offers and order confirmations are always non-binding, unless a set deadline for delivery is expressly agreed.
b For deliveries that do not relate to our operations (third-party deals), delivery deadlines and periods are considered to have been maintained if the goods leave the supply factory in sufficient time so that prompt delivery to the receiver is possible within the usual transport time
c Events resulting from force majeure - including restrictions under public law, strikes and lockouts - shall entitle us to withdraw from the contract. Claims for damages on the grounds of non-fulfilment or default are excluded in such cases. This also applies to late delivery to us because of problems with our suppliers through no fault of our own. We are obliged to notify the Purchaser immediately of any such events. The Purchaser is then entitled to withdraw from the contract.
d If we are late with delivery, the Purchaser is entitled to set an appropriate subsequent deadline and, upon expiry of the same without delivery, to withdraw from the contract. The Purchaser may only claim compensation on the grounds of non-fulfilment after fruitless expiry of this deadline if the delay in delivery arises as a result of deliberate or gross negligence on the part of our legal representative or one of our auxiliaries.
5 Dispatch and acceptance
a Transport risks as of leaving the supply site are always to be borne by the Purchaser, even in the case of freight-free deliveries or deliveries ex works, unless we carry out transportation using our own vehicles from our premises or warehouse.
b Upon collection from the supply site, it is incumbent upon the Purchaser or his representative to load the vehicle and to observe legal regulations as regards the transportation of hazardous goods.
c The unloading and storage of goods is the responsibility of the Purchaser.
d If members of our staff assist with unloading or in any other way and thereby cause damage to goods or any other damage, the risk shall be borne solely by the Purchaser and not our auxiliaries.
e The aforementioned regulations also apply to delivery by third-party haulage companies insofar as the vendor may be held liable on the grounds of their actions. Third-party liability remains reserved.
a Delivery is carried out including manufacturer packaging as standard, with additional packaging for an extra charge where necessary. The return of packaging within the framework of legal regulations is only possible after prior negotiation with us.
b Where our deliveries are carried out in borrowed containers, these are to be returned to us empty (moisture-free, scraped clean) and in spotless condition within 4 weeks of arrival on Purchaser premises at the latest. Return transport is to be agreed with us beforehand. The Purchaser shall bear the costs for return transport
c If the Purchaser does not comply with the obligations stated in b) within the set period, we are entitled to charge a suitable fee for any time exceeding 4 weeks and to request the repurchase price for the containers upon expiry of a further set period for return, offset against the aforementioned fee.
d Attached labels must not be removed. Borrowed packaging must not be exchanged or filled with other goods. The Purchaser shall be held liable for depreciation, exchange or loss, regardless of fault. The decisive standard is that of findings upon entry at our premises. Use as a storage container or circulation to third parties is forbidden unless agreed beforehand.
7 Retention of title
a Ownership of the goods is only transferred to the Purchaser upon complete payment of the purchase price and all other current or future claims resulting from the business relationship with us. This also applies if payments are to be made for specially indicated claims. In the case of open accounts, goods remain in our ownership as security for our open invoices. Ownership is transferred to the Purchaser at the latest by the point in time at which we undisputedly have no more outstanding claims against him.
b The Purchaser is entitled to continue using the reserved goods in the usual course of business as long as he fulfils his obligations to us entirely and without fault.
c If the Purchaser fails in his payment obligations, even after a subsequent deadline has been issued together with the threat of withdrawal from the contract, we are entitled to withdraw from the sales contract without granting further respite and to request the return of reserved goods. Withdrawal from the contract upon return of reserved goods shall only take effect if we declare the same in writing.
d The reserved goods may be handled or processed for us without obligation on our part. We are recognised as the manufacturer in the sense of § 950 of the German Civil Code (BGB) and acquire ownership of intermediate and end products within the framework of the relationship between the invoice value of our reserved goods and the invoice value of external goods, these being stored for us by the Purchaser in trust and free of charge. The same applies to connections or mixing of reserved goods with external goods in the sense of § 947 and 948 of the German Civil Code (BGB).
e The Purchaser shall hereby cede any claims arising against third parties, resulting from the disposal of reserved goods, to us as security against all our claims. If the Purchaser disposes of goods in which we only have partial ownership in terms of Section d), he shall cede to us claims against third parties to the corresponding proportional amount. If the Purchaser uses the reserved goods within the framework of a work contract (or similar), he shall cede (wage cost) claims to us to the sum of the invoice amount for our goods used in this context.
f The Purchaser is authorised to balance claims with further use of the reserved goods in the normal course of business. If we have concrete grounds for worry that the Purchaser is not carrying out or will not carry out his obligations to us as he should, the Purchaser must upon our request inform his customers of the assignment, abstain from any disposal of claims, provide us with all necessary information on the status of goods owned by ourselves and the claims ceded to ourselves, as well as handing over documents validating the ceded claims. We are to be notified immediately of any third-party claims on the reserved goods and ceded claims, particularly attachments and other confiscations.
g If the value of our securities exceeds the total claim against the Purchaser by more than 10%, we are obliged to release securities of our choice to that extent, upon the request of the Purchaser.
8 Warranty rights, Purchaser examination and complaint obligations
a In the case of material and legal defects, including the omission of guaranteed features, we are obliged to commercial purchasers to remedy said defects within an appropriate period. If we are unable to remedy the defects within the set time period, the Purchaser may request a reduction in the purchase price or withdraw from the sales contract.
Purchaser examination obligations:
1 The Purchaser must inspect goods and packaging in the usual commercial way immediately upon delivery.
If goods are sent in packages, the Purchaser must basically check the labels of each individual package against the order.
2 Any faults found during examination as per a 1) must be reported immediately by the Purchaser in writing.
3 If the Purchaser fails to carry out such an inspection or does not report an established or identifiable fault immediately, he shall lose warranty rights with regard to the established and / or identifiable fault. This also applies to erroneous delivery, even where the deviation is so significant that goods acceptance by the Purchaser must be considered impossible.
4 In the case of hidden defects, the Purchaser must report the same immediately upon discovery of the fault, otherwise the goods will be considered accepted. In any case, hidden defect complaints may not be made after 2 weeks from the date of goods receipt. The right to request replacement delivery on the grounds of incorrect delivery remains reserved.
b In the case of material and legal defects, including the omission of guaranteed features, we are obliged to private purchasers to remedy said defects within an appropriate period. If we are unable to remedy the defects within the set time period, the Purchaser may request a reduction in the purchase price or withdraw from the sales contract.
Purchaser examination obligations:
1 A private Purchaser is subject to the same inspection and examination obligations as a commercial purchaser (see a 1). However, knowledge requirements for goods examination rest not on that knowledge usual in commercial trade but rather the knowledge that is expected of the Purchaser on the grounds of his commercial position.
2 Faults discovered during examination (see a 1) must be reported by the Purchaser immediately in writing. Otherwise, faults must be reported in writing within 6 months.
3 If the Purchaser fails to carry out reasonable examination or does not comply with the applicable complaint timeframe, he shall lose warranty rights with regard to the established and / or identifiable fault.
c Current manufacturer's conditions are authoritative for warranty and / or goodwill services.
d Faulty reported goods may only be returned with our express consent.
9 Liability for consequential damages resulting from defects and other damages
a For damages arising from purchase item defects, erroneous delivery or packaging defects as regards legal goods of the Purchaser, including his assets, we are liable as follows:
1 If damages could have been avoided, had the Purchaser fulfilled his examination obligations, we are not liable in any way to commercial purchasers and legal persons for said damages, unless the damages are attributable to negligence on the part of our legal representative. Liability to private purchasers is excluded under the same conditions, unless the damages are attributable to deliberate or gross misconduct on our part.
2 If damages arise despite adherence to examination obligations by the Purchaser, we are liable to commercial and private purchasers only in the case of deliberate or grossly negligent contract violation.
b For any other damages, we are only liable - regardless of basis for liability - if said damages were caused by deliberate or grossly negligent handling on our part or on the part of our auxiliaries.
c We are not liable for the suitability of goods for the purposes intended by the Purchaser. If we provide technical application advice, issue information or give recommendations etc., we shall be liable for culpably false advice, information or recommendations only if they were made in writing. Our advice does not release the Purchaser from the mandatory obligation to examine the supplied products for their suitability and quality before use as part of their own responsibility.
d All claims in the sense of § 9 shall expire six months after the action that resulted in damages, with the exception of tort claims.
10 Place of fulfilment, place of jurisdiction, applicable law
a Unless otherwise contractually agreed, the place of fulfilment for our obligations and for customer payment is Cologne/Köln. The place of jurisdiction is Cologne/Köln, as far as legally valid.
b The contract relationship is subject exclusively to the law of the Federal Republic of Germany to the exclusion of international civil law, unified international laws and UN sales law.
11 Patent claims, trademark rights
a The Purchaser shall assume no guarantee that the use or sale of the products supplied in accordance with these sales and delivery conditions will not infringe patents in the Purchaser's own country or other countries with regard to the products themselves or their application in conjunction with other products or in the execution of any procedure. Samples, models, sketches, drafts etc. that we create or produce for customers remain our property, unless specially agreed with the customers.
b Drawings, documents and drafts belonging to the vendor may not be passed on to third persons by customers. Non-compliance shall result in claims for full compensation. Drawings, documents and drafts belonging to the vendor must be returned immediately by the recipient if a contract fails to materialise.
12 Data protection
We are entitled to save and internally process customer data within the framework of applicable legal conditions, particularly as regards the Federal Data Protection Act.
13 Validity of individual conditions
If one of the existing clauses is or becomes invalid, the validity of the remaining conditions shall remain unaffected.