1. All deliveries, services and offers of Lütkebohle & Nolte GmbH & Co. KG („Seller“) to or against its customers („Buyer“) are exclusively subject to these General Terms and Conditions of Supply („GTC“). These GTC apply in particular to contracts for the sale and/or delivery of movable goods („Goods“), regardless of whether the Seller manufactures the goods itself, purchases them from suppliers or produces them using materials provided by the Buyer.
2. The terms and conditions apply only if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special public-law fund. Unless otherwise agreed, the terms and conditions shall, in their version valid at the time the buyer places the order, or at least in the version communicated to him in writing as last updated, serve as the framework agreement for similar future contracts, without the seller having to again refer to them in each individual case.
3. Any contrary, deviating or supplementary terms and conditions of the buyer shall only become part of the contract if and insofar as the seller has expressly agreed in writing to their validity. This requirement of consent also applies if the seller, aware of the buyer’s conditions, carries out the delivery to the buyer without reservation. (4) Individual agreements made in individual cases with the buyer (including additional agreements, amendments and supplements) shall in any case take precedence over these terms and conditions. The content of such agreements shall, subject to proof to the contrary, be governed by a written contract or the written confirmation of the seller.
1. All offers, even if they are included in brochures, advertisements or other documents, are non-binding and non-binding. The seller is bound by a 30-calendar-day period to specific offers marked as binding.
2. The buyer’s orders are considered a binding offer of contract, which the seller can accept within four weeks. Acceptance is made by written order confirmation or by delivery of the goods.
3. The seller reserves ownership and copyright rights in all drawings, diagrams, calculations and other documents. This also applies to written documents that are designated as "confidential". Before passing them on to third parties, the buyer must obtain the seller's express consent.
1. All prices are net prices; the statutory value added tax is not included; it is shown separately in the invoice at the statutory rate on the day of invoicing.
2. Unless otherwise stated in the order confirmation, the prices are "free of charge", including packaging.
3. To the extent that the agreed prices are based on the seller’s list prices and more than four months have passed between the conclusion of the contract and the agreed delivery date, the seller’s list prices valid at the time of delivery or provision of the goods (minus any agreed percentage or fixed discount) shall apply.
1. The seller makes every effort to meet the stated deadlines. Timelines set by the seller are always approximate unless a specific fixed deadline has been expressly agreed upon. The start of the delivery time specified by the seller requires clarification of all technical issues. The compliance with the delivery obligation further requires the timely and proper fulfillment of the contractual obligations of the buyer. The right of withdrawal from the contract remains reserved.
2. If the buyer breaches the terms of the contract or culpably fails to fulfill other obligations of cooperation, the seller is entitled to demand compensation for the damage incurred to it in this regard, including any additional costs. Further claims are reserved.
3. The entry into force of the delivery delay is determined by the statutory regulations. In the event of a delivery delay caused by simple negligence, the seller is liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 1 % % % of the delivery value, but in no case exceeding 5% of the delivery value. The seller reserves the right to prove that the buyer has suffered no damage whatsoever or only a significantly lower damage than the preceding lump-sum compensation.
4. Other statutory claims and rights of the buyer remain reserved. The buyer's rights under § 7 of these terms and conditions remain unaffected.
1. The risk of accidental destruction and accidental deterioration of the goods passes to the buyer at the latest upon delivery. However, in the case of a purchase for shipping, the risk of accidental destruction and accidental deterioration of the goods passes to the buyer as soon as the shipment has been handed over to the person responsible for the transport. If the handover is delayed for shipping purposes at the request of the buyer, the risk passes to the buyer upon notification of readiness for shipment. To the extent that a takeover has been agreed upon, this is decisive for the transfer of risk. The handover or takeover is deemed to be complete if the buyer falls into breach of acceptance.
2. If the buyer wishes, the seller will cover the delivery on behalf of the buyer through a transport insurance; the costs incurred in this respect shall be borne by the buyer.
1. Buyer’s claims for defects require that they have properly fulfilled their duty of investigation and notification owed under § 377 of the German Commercial Code (HGB).
2. If a defect in the purchased item exists, the buyer is entitled, at their discretion, to have it rectified in the form of a defect removal or to deliver a new defect-free item. The rectification does not include the expansion of the defective item or the reinstallation of the item, unless the seller was originally not obligated to perform the installation. The seller is obliged to bear all expenses necessary for the rectification, in particular transport, travel, labor and material costs (not: installation costs), insofar as these do not increase as a result of the purchase item being transported to a location other than the place of performance.
3. The seller is entitled to make subsequent performance conditional upon the buyer paying the purchase price due. However, the buyer is entitled to retain a proportion of the purchase price that is reasonable in relation to the defect.
4. If the subsequent fulfillment fails, the buyer is entitled, at his discretion, to withdraw from the contract or demand a reduction.
5. The statute of limitations for defects claims is 12 months, calculated from the moment of transfer of risk. If a reduction has been agreed upon, the statute of limitations begins with the reduction. However, if the goods are a construction work or an item that has been used in accordance with its usual use for a construction work and the defect caused it, the statute of limitations is 5 years according to the statutory regulation, starting from delivery (§ 438, paragraph 1, no. 2, BGB).
6. In all cases, without prejudice to the law, particularly regarding the statute of limitations, statutory special provisions remain in effect upon final delivery of the goods to a consumer (supplier’s recourse under §§ 478, 479 BGB).
1. In the case of contract manufacturing, the materials, parts, devices, tools and/or machines to be used by the seller must be provided by the buyer in perfect condition and in accordance with the specifications specified in the order confirmation.
2. In the case of contract manufacturing and mechanical processing of materials provided by the buyer, the seller is liable solely within the framework of the production and processing services provided. For materials provided by the buyer as of 21.02.2017, as well as for defects in the seller’s performance caused by errors or defects in the materials, parts, devices, tools, or machines provided by the buyer, the seller is not liable. This does not apply to intent or gross negligence on the part of the seller; § 8 remains unaffected.
3. The seller is entitled to charge an additional processing fee for errors or defects under paragraph 2. The buyer is entitled to prove that the seller incurred no or only a minor processing fee in this case.
4. If the execution or completion of the work is delayed for reasons attributable to the buyer (e.g., delayed delivery of goods), the seller is exempt from the obligation to comply with agreed delivery dates to that extent.
1. The seller is liable for a breach of contractual and non-contractual obligations under statutory regulations, unless otherwise stipulated in these terms and conditions, including the following provisions.
2. The seller is liable for damages - regardless of the legal basis - within the scope of liability for fault based on intent and gross negligence. In the case of simple negligence, the seller is liable (subject to a milder liability standard under statutory regulations) only
2.1 for damages resulting from the injury to life, body or health,
2.2 for damages resulting from the breach of an essential contractual obligation. Essential contractual obligations are those whose fulfillment only enables the proper performance of the contract and the contractual partner is regularly familiar with and can rely on their observance (e.g., the defect-free delivery of the goods). In this case, however, the seller’s liability is limited to the compensation for the foreseeable, typically occurring damage. For simple negligent delay in delivery, see § 4, paragraph 4.
3. The liability limitations resulting from paragraph 2 also apply in the event of a breach of duty by or on behalf of persons whose fault the seller is liable for under statutory regulations. They do not apply insofar as the seller has knowingly concealed a defect or has assumed a guarantee regarding the quality of the goods and for claims by the buyer under the Product Liability Act.
1. The seller reserves ownership of the purchased item until all current and future claims arising from the purchase agreement and an ongoing business relationship have been fully paid. In the event of the buyer’s breach of contract, in particular in the event of late payment, the seller is entitled to withdraw from the contract and reclaim the purchased item in accordance with the legal regulations.
2. The buyer is obliged to treat the purchased item (the „reserved item“) under a lien of ownership with care; in particular, he is obliged to adequately insure it against fire, water, and theft damage at his own expense to its new value.
3. The reserved goods may not be lent or transferred to third parties before the secured claims have been fully paid. In the event of garnishment or other access by third parties to the reserved goods, the buyer must immediately notify the seller in writing, so that the seller can enforce its property rights. To the extent that the third party is unable to reimburse the court and out-of-court costs incurred by the seller in this context, the buyer shall be liable for the resulting default.
4. The buyer is entitled, subject to a notice of revocation, to continue to sell the reserved goods in the ordinary course of business; however, he hereby assigns to the seller all claims arising from the resale against his customers or third parties, in total or up to an amount of any share of ownership held by the seller (Section 5). The seller accepts the assignment. The buyer remains authorized to collect these claims even after the assignment. The seller’s authority to collect the claims himself remains unaffected by this. However, the seller undertakes not to collect the claims as long as the buyer fulfills its payment obligations towards the seller and no deficiency in its ability to perform its obligations exists (in particular, no application for the opening of insolvency proceedings has been submitted). However, if this is the case, the seller may require the buyer to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case, the seller is entitled to revoke the buyer’s authority to further sell and process the subject matter of the assignment.
5. The retention of title extends to the products resulting from processing, mixing or combining the reserved goods up to their full value, with the seller being considered the manufacturer. If processing, mixing or combining the reserved goods with third-party goods results in the retention of ownership rights, the seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In addition, the same applies to the resulting products as to the purchased item delivered under retention of title.
6. The buyer also assigns to the seller the claims for the securing of the seller’s claims against him that arise from the connection of the purchase item with a defect against a third party.
7. The seller undertakes to release the security rights to which he is entitled at the request of the buyer, to the extent that the realizable value of his security exceeds the claims to be secured by more than 10%; the selection of the security rights to be released is at the discretion of the seller.
1. Sales staff are not authorized to collect payments in cash. In addition, payments with a right of withdrawal can only be made directly to the seller or to a bank account specified by them.
2. Unless otherwise stated in the order confirmation, the purchase price is due for payment within 8 days from the invoice date, in net (without deduction). The statutory rules regarding the consequences of late payment apply.
3. The seller expressly reserves the right to refuse checks or bills of exchange. Acceptance is always subject to payment. Discount and exchange fees are the responsibility of the buyer and are due immediately.
4. The buyer is only entitled to set-off rights if his counterclaims have been legally established, uncontested or acknowledged by the seller. Furthermore, he is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
1. If the buyer is a merchant, a legal person under public law or a special public-law entity, the place of business of the seller shall be the place of jurisdiction; however, the seller is entitled to sue the buyer at their general place of jurisdiction as well. Precedence of statutory provisions, in particular regarding exclusive jurisdiction, remains unaffected.
2. The law of the Federal Republic of Germany applies; the applicability of the UN Sales Law is excluded.
3. Unless the order confirmation states otherwise, the seller’s registered office shall be the place of performance.
