Delivery conditions

I. Offer, conclusion of contract

(1) The following General Terms and Conditions of Delivery shall apply to the deliveries and services provided by us, unless otherwise agreed individually. Deviating conditions of the customer do not bind us. Subsidiary agreements must be made in writing.
(2) Our offers require our confirmation after the order has been placed, unless expressly agreed otherwise. The documents belonging to the offer, such as brochures, samples and weight specifications, are only approximate unless they are expressly designated as binding. lugema GmbH shall be entitled to make changes in the technical structure and chemical composition of the products, taking due account of the interests of the purchaser.

II. Prices

The weights, numbers of items and quantities determined by lugema GmbH shall be decisive for the calculation if the orderer does not object immediately. The prices apply plus value added tax.

III. Delivery

(1) Significant operational disruptions that are unforeseeable for lugema GmbH and for which it is not responsible, failure to meet delivery deadlines or failure to deliver on the part of suppliers of lugema GmbH, shortages of raw materials, energy or labour, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, acts of God and other cases of force majeure at lugema GmbH and its sub-suppliers shall extend the delivery period by the duration of the impediment to performance, insofar as they are of significance for the ability to deliver the goods. lugema GmbH shall inform the purchaser of the beginning and end of such hindrances as soon as possible.
(2) Partial deliveries which are reasonable for the customer are permissible. Deliveries are generally made in standard packaging.
(3) If at the time of delivery there are outstanding claims from previous deliveries or other services to the same customer, lugema GmbH shall be entitled to withhold delivery of ordered goods until these claims have been paid.

IV. Shipment, transfer of risk, packaging

(1) Unless otherwise agreed, lugema GmbH shall choose the dispatch route and the mode of dispatch, taking due account of the interests of the orderer.
(2) The risk of destruction, loss or damage of the goods shall pass to the customer upon delivery of the goods to the person designated for shipment or, in the event of collection, upon provision of the goods as notified to the customer. This shall also apply in the case of carriage paid delivery.
(3) Rejected goods may only be returned with the express consent of lugema GmbH.
(4) Loan packaging shall be returned by the orderer without delay at the orderer's expense. Loss of and damage to loaned packaging shall be borne by the orderer as long as it has not been returned to lugema GmbH, if the orderer is responsible for this. Loan packaging may not be used for other purposes or to hold other products. They are only intended for the transport of the goods supplied. Labels may not be removed.

V. Payment

(1) Invoices are payable within 14 days of the invoice date less 2% discount or within 30 days of the invoice date without any deduction. Bills of exchange shall only be accepted by special agreement and only on account of payment, with all collection and discount charges being charged.
(2) Retention and offsetting due to claims of the orderer disputed by lugema GmbH are excluded.
(3) Non-compliance with agreed terms of payment or other circumstances which, when applying customary banking standards, indicate a significant deterioration in the financial circumstances of the purchaser shall result in the immediate maturity of all claims of lugema GmbH which are based on the same legal relationship.

VI. Complaints, claims for defects, liability

(1) Complaints regarding quality or quantity are to be reported in writing to lugema GmbH immediately, at the latest 14 days after receipt of the goods, hidden defects at the latest 7 days after their discovery, stating the invoice and dispatch number, the product designation.
(2) The purchaser must check, if necessary by trial processing, whether the delivered goods are suitable for the intended use.
(3) In the event of justified complaints notified in due time, lugema GmbH shall be entitled to subsequent performance within a reasonable period. If the subsequent performance fails twice, if it becomes impossible, if it is refused without justification or if it is unreasonable for the purchaser, the purchaser shall be entitled, at its discretion, to reduce the purchase price or to withdraw from the contract.
(4) Claims for damages and reimbursement of expenses of the purchaser (claims for damages), irrespective of the legal grounds, mainly due to breach of duties arising from the obligation and from tort are excluded. This shall not affect cases of breach of significant contractual obligations, mandatory liability under the Product Liability Act, injury to life, limb and health and cases of intentional or grossly negligent causation of damage. In the event of a breach of significant contractual obligations, the claim for damages shall be limited to the foreseeable damage typical for the contract, unless one of the above-mentioned mandatory grounds for liability applies. Liability for consequential damages resulting from breaches of duty is excluded, unless the breached duty was intended to protect against such consequential damages. A change of the burden of proof to the disadvantage of the purchaser is not connected with the above regulations.
(5) The above exclusions of liability shall also apply to the personal liability of employees, representatives and other vicarious agents.
(6) Claims of the customer arising from a guarantee within the meaning of § 443 BGB remain unaffected by the above provisions.
(7) Claims for defects with regard to the delivered products shall become statute-barred after one year, with the exception of claims of the purchaser against lugema GmbH due to fraudulently concealed defects.

VII. Technical application advice

(1) lugema GmbH shall provide technical application advice to the best of its knowledge. All data and information on the suitability and application of the products do not exempt the purchaser from carrying out his own tests and trials on the suitability of the products for the intended processes and purposes.
(2) In addition, it is imperative that the purchaser observe the specifications in the safety data sheet for the handling of the delivered substances and their area of application.
(3) If the orderer wishes to use the delivered goods for purposes other than those discussed or agreed with lugema GmbH, this may only be done after extensive testing and examination and after any necessary official permits and/or certificates have been obtained.

VIII. Retention of title

(1) The delivered goods shall remain the property of lugema GmbH until the purchaser has settled all its liabilities arising from the present and future business relations with lugema GmbH.
(2) In the event of processing of the delivered goods by the purchaser, lugema GmbH shall be deemed to be the manufacturer and shall acquire ownership of the newly created goods. If processing takes place together with other materials, lugema GmbH shall acquire co-ownership in the ratio of the invoice value of the delivered goods to the value of the other materials and the value of the processing. If, in the event of the goods supplied being combined or mixed with an item belonging to the purchaser, the latter is to be regarded as the main item, co-ownership of the item shall pass to lugema GmbH in the ratio of the invoice value of the goods supplied to the invoice value or - in the absence of such - market value of the main item. In such cases, the ordering party shall be deemed to be the custodian.
(3) The purchaser is obliged to carefully store the goods subject to retention of title and to insure them against loss and damage at his own expense. He hereby assigns his claims from the insurance contracts to lugema GmbH in advance by way of security.
(4) The purchaser is entitled to dispose of the goods owned by lugema GmbH in the ordinary course of business as long as it meets its obligations arising from the business relationship with lugema GmbH in good time.
(5) The purchaser hereby assigns to lugema GmbH by way of security all claims arising from the sale of goods in which lugema GmbH has ownership rights, to the extent of lugema GmbH's respective ownership share in the goods sold. If the purchaser combines or mixes the delivered goods with a main item of a third party against payment, it hereby assigns its claims for remuneration against the third party to lugema GmbH as security up to the amount of the invoice value of the delivered goods.
(6) At the request of lugema GmbH, the purchaser shall be obliged to notify its customers of the assignment and to provide lugema GmbH with the information and documents required to assert its rights against the customers.
(7) In the event of default in payment on the part of the purchaser, lugema GmbH shall be entitled, even without exercising the right of withdrawal and without setting a period of grace, to demand the provisional surrender of the goods in its ownership at the purchaser's expense.
(8) If the value of the securities to which lugema GmbH is entitled exceeds the claims to be secured by lugema GmbH against the Purchaser by more than 20%, lugema GmbH shall be obliged, at the request of the purchaser, to release securities of its choice to this extent.

IX. Place of performance and jurisdiction

(1) Place of performance for the delivery is the respective shipping point of lugema GmbH, for the payment its registered office.
(2) The place of jurisdiction shall be, at the discretion of lugema GmbH, its registered office or the general place of jurisdiction of the purchaser; this shall also apply to proceedings involving documents, bills of exchange and cheques.
(3) The contractual relationship and all legal relations arising therefrom shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

X. Severability clause

The invalidity of one or more clauses shall not affect the validity of the other provisions and of the contract.