General Terms and Conditions
Contractual conditions in the context of purchase contracts closed between
LAMANA GmbH, Otto-Brenner-Strasse 200, 33604 Bielefeld, Germany.
Hereafter: "LAMANA" and our customers.
As of: 24.05.2019
1. General, scope, definitions
1.1 For the business relationship between LAMANA and the customer, the following General Terms and Conditions apply exclusively in their version valid at the time of the order, unless modified by written agreement between the customer and LAMANA. Deviating or conflicting conditions of the customer are not accepted, unless LAMANA expressly agrees to their validity in writing.
2. Conclusion of contract
2.1 The presentation of LAMANA’s goods does not constitute a binding offer. The information on services and prices of LAMANA are non-binding and subject to confirmation. Only the order of a product by the customer is a binding offer according to section 145 BGB (German Civil Code). Acceptance of this offer by LAMANA takes place by sending the goods to the customer.
3. Delivery, availability of goods
3.1 The delivery times specified by LAMANA are subject to change.
4. Transfer of risk
4.1 Loading and dispatch are carried out uninsured at the risk of the customer.
4.2 Any packaging in accordance with the Packaging Regulations will not be taken back and must be disposed of by the customer at his own expense.
5. Retention of title
5.1 The goods remain the property of LAMANA until full payment. If the customer is in default with a payment for more than 14 days, LAMANA has the right to withdraw from the contract and reclaim the goods.
5.2 The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, the customer already now assigns to the amount of the invoice value of the claim of LAMANA all claims from such a resale, whether before or after a possible sale. The goods delivered under retention of title are processed by LAMANA. Notwithstanding the authority of LAMANA to collect the claim itself, the customer remains authorised to collect the claim even after the assignment. In this context, LAMANA undertakes not to collect the claim as long and as far as the customer fulfils his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and no suspension of payment has been established. Insofar as the above-mentioned securities exceed the claims to be secured by more than 10%, LAMANA is obliged to release the securities at the customer’s request at their choice.
6. Prices and shipping costs
6.1 All prices quoted by LAMANA are exclusive of the applicable statutory value added tax. The applicable value added tax will be shown separately in the invoice in the statutory amount on the day of invoicing.
6.2 Possible shipping costs are indicated to the customer in the invoice and are to be borne by the customer.
7. Terms of payment
7.1 Payment of the purchase price is due immediately upon conclusion of the contract. If the due date of payment is determined according to the calendar, the customer is already in default if the deadline is missed. In this case, he must pay LAMANA default interest in the amount of 5 percentage points above the base rate.
7.2 The customer’s obligation to pay default interest does not exclude the assertion of further default damages by LAMANA.
7.3 In individual cases, LAMANA is entitled to demand payment in advance from the customer.
7.4 If the customer is in default with the payment of an invoice in whole or in part, LAMANA is entitled to claim the damage caused by the delay. LAMANA may charge a reminder fee of EUR 5.00 per reminder for reminders, but only for a total of 2 reminders per occasion. The right of the customer to prove that less or no damage has occurred remains unaffected.
8.1 Insofar as the delivered goods are defective, the customer is entitled to demand supplementary performance in the form of defect removal or delivery of a defect-free item within the scope of the statutory provisions. LAMANA is entitled to choose the type of supplementary performance. If the supplementary performance fails, the customer is entitled to reduce the purchase price or to withdraw from the contract. The prerequisite for any warranty rights is that the customer duly fulfils all inspection and complaint obligations owed pursuant to section 377 HGB (German Commercial Code). The inspection and complaint period are 3 days after receipt of the goods.
8.2 The limitation period for warranty claims for the delivered goods is - except in the case of claims for damages - twelve months from receipt of the goods.
9.1 Claims of the customer for damages are excluded. Excluded from this are claims for damages of the customer from injury to life, body, health or from the violation of essential contractual obligations (cardinal obligations) as well as liability for other damages, which are based on an intentional or grossly negligent breach of duty by LAMANA, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.
9.2 In the event of a breach of essential contractual obligations, LAMANA shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the customer is entitled to compensation for injury to life, of the body or health.
9.3 The restrictions under (1) and (2) also apply to the legal representatives and vicarious agents of LAMANA, if claims are asserted directly against them.
9.4 The provisions of the Product Liability Act remain unaffected.
10. Image rights
10.1 The right to use our images for print and online is granted exclusively by LAMANA and until revoked.
11. Registration as a user of the b2b online shop for specialist retailers
11.1 The registration of the customer as a user in the LAMANA online shop for the specialist trade is carried out exclusively by us. There is no claim to the creation of an access to our online shop for the specialist trade.
11.2 Only entrepreneurs within the meaning of section 14 BGB (German Civil Code) are entitled to participate.
With the registration by us, the customer receives the access data with personal username and a password. The customer is obliged to keep the password secret and not to disclose it to third parties.
12. Final provisions
12.1 Contracts between LAMANA and the Customer shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention.
12.2 Place of performance and exclusive place of jurisdiction for all disputes arising from contractual relationships between the customer and LAMANA is the respective seat of LAMANA.
Should one or more provisions of this contract be or become ineffective or contradict the legal regulations, the remaining contract is not affected. The ineffective provision shall be replaced by the contracting parties by a legally effective provision which comes closest to the economic sense and purpose of the ineffective provision. The above provision shall apply mutatis mutandis to loopholes.