Lucius & Baer | Engineered for the Extreme

General Terms and Conditions

I. Validity agreement

The following Terms and Conditions of Sale and Delivery shall apply to all offers and order acceptances, as well as to all deliveries by L&B in business transactions with customers who fall under the list in Section 310 (1) sentence 1 BGB. The Customer shall also recognise these Terms and Conditions for all future transactions. Terms and conditions other than these, in particular the customer’s terms and conditions of purchase, shall not apply, even if these are not expressly rejected in another form. Should the customer assert the validity of its own terms and conditions in a manner that is not obviously unfounded, and should these contradict our terms and conditions, the statutory provisions shall take the place of the terms and conditions of both parties.

II. Offers and orders

  1.  All offers are non-binding. All orders must be accepted by written confirmation from L&B; in the event of immediate execution, the delivery note shall be deemed to be the order confirmation. Verbal collateral agreements and assurances shall be invalid without written confirmation from L&B.
  2.  All orders, including call-off orders, must be accepted in full within one year of order confirmation at the latest, unless otherwise agreed in writing.
  3. In the event of unjustified withdrawal from the contract by the customer, L&B shall be entitled to claims in the amount of the actual damage incurred. L&B may instead demand lump-sum compensation of 30% of the order value (excluding VAT), unless the customer can prove that L&B has incurred no or less damage.

III. Pricing

  1. All prices within the Federal Republic of Germany are net ex works including customs duties. Packaging, postage and VAT will be charged additionally. Additional costs arising from express delivery at the customer’s request shall be invoiced separately.

  2. The prices are based on the customs rates and currency parities valid on the date of issue of the order confirmation; in the event of changes, L&B reserves the right to adjust prices accordingly for deliveries made more than 4 months after conclusion of the contract.

IV. Delivery and transfer of risk

  1. If L&B is prevented from fulfilling the contract on time due to procurement, manufacturing or delivery disruptions, including at its suppliers, through no fault of its own, the delivery period shall be extended by the same period. The Customer shall be informed immediately of any extension of the delivery period. The customer must then set L&B a final grace period of 2 weeks in writing before asserting any other rights. In the event of non-fulfilment within the final grace period, the Customer must declare its withdrawal from the contract to L&B in writing.
  2. L&B shall be entitled to make correspondingly remunerated partial deliveries, unless partial fulfilment is of no interest to the customer.
  3. If the customer is in arrears with the payment of an earlier delivery, L&B shall have a right of retention to further deliveries.
  4. The risk shall pass to the customer as soon as the goods leave the business premises of L&B or the business premises of the forwarding agent commissioned by it. All consignments, including returns, shall travel at the risk of the customer.
  5. If the Customer refuses to accept deliveries or partial deliveries for an unjustified reason that lies within its sphere of risk, L&B may immediately set a grace period for acceptance without prior warning and store the goods at the expense and risk of the Customer. If the Customer continues to refuse acceptance after the grace period has been set, Paragraph II Article 3) shall apply accordingly.

V. Payment and delay

  1. L&B may effect delivery by cash on delivery at the customer’s expense.

  2. Payments must be made within 30 days of the invoice date without deduction, unless otherwise agreed in writing. Discount agreements shall also require written confirmation by L&B.

  3. Bills of exchange and cheques shall only be accepted by special written agreement and then only on account of payment and free of costs and charges for L&B.

  4. If the customer fails to meet a call-off date, the risk for the goods shall be transferred to the customer immediately and L&B may demand acceptance concurrently with payment (including storage costs) after issuing a reminder.

  5. The assertion of rights of retention by the Customer shall be excluded unless the Customer’s counterclaim is based on the same contractual relationship. Offsetting against counterclaims of the customer shall be excluded unless the counterclaim has been recognised in writing by L&B or has been legally established.

VI. Reservation of proprietary rights

  1. The delivered goods shall remain the property of L&B until the customer’s payments, bills of exchange, cheques, etc. have been credited to the bank without reservation.
  2. As long as the retention of title exists, the customer may only sell the goods in the normal course of business, and in turn only subject to retention of title. At the same time, the Customer hereby assigns its payment claims or other payment rights, including its own claims arising from the retention of title against its customers, to L&B as security until the purchase price claim and ancillary claims have been paid in full. L&B hereby accepts the assignment. In the event that the Customer’s claims from the resale are included in a current account, the Customer hereby also assigns its claim from the current account against its purchaser to L&B in the amount invoiced by L&B for the resold goods subject to retention of title, including VAT. L&B hereby accepts the assignment.

  3. As long as the retention of title exists, the customer may process or combine the reserved goods with other items not belonging to L&B in the normal course of business within the meaning of Sections 947 and 950 BGB. L&B shall then be entitled to a co-ownership share in the new item in the amount of the price charged to the customer for the reserved goods including VAT. The customer shall store the item free of charge for L&B. If the customer sells the combined or newly manufactured items, Article 2) shall apply accordingly.

  4. The right of the Customer to resell the goods delivered subject to retention of title or to process/combine them with other items or to resell them shall expire if the Customer ceases to make payments or falls into arrears with payments to L&B. In this case, the Customer shall be entitled to dispose of the goods delivered subject to retention of title. In this case, the Customer may only dispose of the goods or the new items on the express instructions of L&B. In this case, L&B may also withdraw from the contract and demand the return of the goods; for this purpose, L&B may enter the premises of the Customer or the recipient at any time.

  5. The Customer shall be obliged to label the goods subject to retention of title as such and to keep them separate from other goods. Furthermore, the Customer must insure them against any possibility of damage, with the proviso that L&B shall be entitled to the rights arising from the insurance or that the Customer hereby assigns the claims against the insurer to L&B, ‘whereby L&B hereby accepts this assignment.’

  6. The Customer may neither pledge the goods subject to retention of title nor assign them as security. If the goods are seized or confiscated from the Customer, the Customer must inform L&B of this immediately in writing and support L&B in every way with an intervention.

  7. The Customer shall be authorised to collect the claims assigned to L&B until revoked. The assignment or pledging of these claims shall only be permitted with the written consent of L&B. Should circumstances arise at the Customer which, in the opinion of L&B, no longer justify the granting of a target, the Customer shall notify the debtors of the assignment in writing at the request of L&B. The Customer shall also provide L&B with all information, submit and send documents and, if necessary, grant access to the documents. In addition, the Customer hereby authorises L&B to assert the claims directly against third parties in its own name.

  8. The costs for the fulfilment of all aforementioned obligations, for the pursuit of all rights arising from the retention of title and for all uses made for the purpose of maintaining and storing the goods shall be borne by the Customer.

  9. L&B undertakes to release the claims assigned as security at the request of the customer insofar as their total exceeds 110% of the total of all unpaid invoices for goods or other claims of L&B against the customer.

VII. Rescission

In the event of a change in the creditworthiness of the customer which becomes known to L&B after conclusion of the contract or if payment terms are not complied with, L&B shall be entitled, even if special payment terms have been agreed, to demand immediate payment, to withdraw from the contract in whole or in part and/or to make delivery dependent on advance payment and/or to demand the return of goods already delivered, without prejudice to further claims for damages.

VIII. Warranty

  1. The customer may not refuse receipt or acceptance of deliveries due to insignificant defects.
  2. Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment or due to special external influences which are not provided for in the contract. If improper modifications or repairs are carried out by the customer or third parties, no claims for defects can be made for these and the resulting consequences.

  3. Material defects can only be considered if the parts have not yet been installed, i.e. if they are still in their original mechanical and electrical condition.

  4. Complaints regarding quantity and type as well as complaints regarding parts with externally recognisable defects (obvious defects) must be made in writing to L&B within 14 days of arrival of the goods, otherwise the assertion of warranty claims shall be excluded.

  5. Other defects must be reported to L&B without delay. These notices of defects must be accompanied by

    1. Rejected parts in proper packaging,

    2. Test reports stating the values complained of,

    3. details of the type of measurements.

  6. Claims for material defects shall lapse 12 months after the transfer of risk. This shall not apply insofar as the law prescribes longer periods in accordance with Sections 438 (I) No. 2, 479 (1) and 634 a (I) No. 2 BGB and in cases of injury to life, limb or health, in the event of a wilful or grossly negligent breach of duty on the part of L&B and in the event of fraudulent concealment of a defect. The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected.

  7. In the event of notices of defects, payments by the Customer may only be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may now withhold payments if a notice of defects is asserted, the justification of which is beyond doubt. If the complaint is unjustified, L&B shall be entitled to demand compensation from the customer for the expenses incurred.

  8. All parts or services that exhibit a material defect within the above-mentioned limitation period – regardless of the period of operation – shall, at L&B’s discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk. L&B shall initially be granted corresponding subsequent fulfilment within a reasonable period of time.

  9. If the subsequent fulfilment fails, the Customer may – without prejudice to any claims for damages in accordance with Paragraph X – withdraw from the contract or reduce the remuneration.

  10. Claims by the Customer for the expenses required for the purpose of supplementary performance, in particular transport, labour and material costs, shall be excluded insofar as the expenses increase due to the fact that the object of the delivery has subsequently been brought to a location other than the Customer’s branch office, unless the transfer corresponds to its intended use.

  11. The Customer shall only have a right of recourse against L&B in accordance with Section 478 BGB (recourse of the entrepreneur) insofar as the Customer has not reached any agreements with its buyer that go beyond the statutory claims for defects. Article 10) shall also apply accordingly to the scope of the Customer’s right of recourse against L&B in accordance with Section 478 (2) BGB.

  12. Paragraph X (other claims for damages) shall also apply to claims for damages. Any further claims of the Customer against L&B or its vicarious agents due to a material defect or claims other than those regulated here in Paragraph VIII shall be excluded.

  13. The above provisions shall apply accordingly to defects of title.

IX. Impossibility

If delivery is impossible, the customer shall be entitled to demand compensation, unless L&B is not responsible for the impossibility. However, the customer’s claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be put into useful operation due to the impossibility. This limitation shall not apply if liability is mandatory in cases of wilful intent, gross negligence or injury to life, limb or health; this does not imply a change in the burden of proof to the detriment of the customer. The customer’s right to withdraw from the contract remains unaffected. The customer shall be informed immediately of the occurrence of impossibility.

X. Other claims for damages

  1. Claims for damages and reimbursement of expenses by the customer (hereinafter referred to as claims for damages), regardless of the legal degree, in particular due to breach of duties arising from the contractual obligation and from unauthorised action, are excluded.
  2. This shall not apply in cases of mandatory liability under the Product Liability Act, in cases of wilful intent, gross negligence, injury to life, limb or health or breach of material contractual obligations. Compensation for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
  3. Insofar as the customer is entitled to claims for damages under this Article 10), these shall become time-barred upon expiry of the limitation period applicable to claims for material defects in accordance with Paragraph VIII Article 6).
    In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.

XI. Further provisions

  1. The written form agreed in these GTC cannot be waived.
  2. The invalidity of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions. If necessary, the parties shall replace the invalid provision with a new provision that comes as close as possible to the invalid provision in its economic, factual and legal result.
  3. In addition to the previously standardised conditions, GERETSRIED shall be the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship for all customers falling under the list of § 38 ZPO. This shall also apply to actions in bill of exchange or cheque proceedings. However, L&B shall be entitled to sue the Customer at any other justified place of jurisdiction
  4. The legal relationships in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).