Our terms of sale apply exclusively; we do not acknowledge any conflicting or differing terms or conditions stipulated by our business partner unless we have explicitly confirmed the validity of the same in writing. Our terms of delivery and payment shall also apply even if we perform a delivery to our business partner without reservation despite knowing that the terms of delivery and payment of the business partner differ from our own.
The handling of all orders placed with us is always based on our acknowledgement of order, unless otherwise agreed in writing in individual cases.
Our terms of sale shall only apply vis-à-vis entrepreneurs as defined in § 310 Par. 1 German Civil Code.
If the order is to be qualified as an offer in accordance with § 145 German Civil Code, we can accept this offer within 2 weeks.
We hereby retain rights of ownership and copyright to illustrations, drawings, costing and other documents. Information contained therein does not represent warranted qualities, unless otherwise agreed in writing.
Unless otherwise specified in our acknowledgement of order, our prices apply "ex works", packaging not included; this is charged separately.
The minimum order value is € 20.00 net.
Our prices do not include statutory value added tax; this is specified separately in the invoice at the current rate applicable on the date of invoicing.
Goods notified to be ready for shipping are invoiced immediately. The statutory provisions regarding default of acceptance remain unaffected.
The orderer is only entitled to claim a setoff if his counterclaims have been recognised by declaratory judgement, are undisputed or have been recognised by us. Moreover, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
We have the right to assign our debts against the customer to a third party.
If the customer is in default of payment with a debt, a due date may be fixed for all remaining debts against the customer.
The customer has to pay all fees, costs and expenses that are incurred in connection with every successful legal prosecution against him outside Germany.
The delivery period specified by us begins when all technical questions have been clarified. A precondition for fulfilment of our delivery commitment is also the timely, adequate and orderly fulfilment of the commitment of the orderer. Subject to objection to the unfulfilled contract.
Should the orderer be in default of acceptance, or should he culpably infringe other duties of participation, we shall be entitled to demand compensation for any damage thus incurred, including any resulting additional costs. We reserve the right to make further claims.
If the loading or transportation of the goods is delayed due to a reason that the buyer is responsible for, we are entitled at reasonable discretion to store the goods, to take the appropriate measures deemed necessary to preserve the goods and to invoice the goods as if delivered; all this at the expense and risk of the buyer of the goods.
Insofar as the preconditions of Par. (4) prevail, the risk of accidental loss or accidental deterioration of the purchased product shall pass to the orderer as of the moment when he is in default of acceptance or in default of the debtor.
We accept liability in accordance with statutory provisions insofar as the purchase contract in question is a transaction for delivery by a fixed date as defined by § 286 Par. 2 No. 4 German Civil Code or § 376 German Commercial Code. We also accept liability in accordance with statutory provisions insofar as the orderer is entitled to assert that he is no longer interested in further fulfilment of the contract as a result of a delay in delivery for which we are responsible.
We also accept liability in accordance with statutory provisions insofar as the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; negligence by our representatives or vicarious agents is attributable to us. Insofar as the delivery contract is not based on an intentional breach of contract for which we are responsible, our liability for compensation is limited to predictable, typical damage.
We also accept liability in accordance with statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable infringement of an essential contractual obligation; in this case, however, our liability for compensation is limited to predictable, typical damage.
In other respects, the orderer is entitled to demand a standard compensation for default in the amount of 1 % of the declared value of the goods to be delivered for each complete week of the delay for which we are responsible, but not more than 3 % of the value of the goods.
Subject to further statutory claims and rights of the orderer.
Unless otherwise specified in the acknowledgement of order, delivery is agreed as being "ex works".
Should the orderer so wish, we shall cover the delivery with a transportation insurance policy; the costs incurred for this shall be borne by the orderer.
A precondition for claims by the orderer based on defects is that the orderer must have duly met his requirement to examine and his requirement to make a complaint in respect of a defect immediately on receipt of the goods in accordance with § 377 German Commercial Code.
Should the purchased goods show a defect, the orderer is entitled, at his discretion, to demand rectification of the defect as subsequent fulfilment, or delivery of defect-free goods. In the event of rectification of defects, we are obliged to bear all expenses necessary for the rectification of the defect, in particular transportation, toll, labour and material costs, insofar as these costs are not increased by the purchased goods being shipped to a place other than the place of fulfilment.
If this subsequent fulfilment is unsuccessful, the orderer is entitled to demand withdrawal from the contract or reduction of the purchase price, at his discretion.
We accept liability in accordance with statutory provisions insofar as the orderer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, our liability for compensation is limited to predictable, typical damage.
Unless otherwise specified above, no liability can be accepted.
The period of limitation for claims based on defects is 12 months, as of the date of passage of risk.
No liability for compensation other than that provided for in § 6 can be accepted - irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence during the conclusion of the contract, from other breaches of duty or from tortious claims for compensation for damage to property in accordance with § 823 German Civil Code.
Insofar as the liability for compensation is inapplicable or limited vis-à-vis us, this shall also apply with respect to the personal liability for compensation of our salaried employees, wage earners, staff, representatives and vicarious agents.
We hereby reserve ownership of the purchased goods until receipt of all accounts receivable arising at the point in time of the conclusion of this contract, including all accounts receivable arising from follow-up orders, repeat orders, orders for spare parts. If the orderer is in breach of contract, and especially if he defaults on payment, we are entitled to take back the purchased goods. Taking back the purchased goods does not mean that we have withdrawn from the contract, unless we state this explicitly. Attachment of the purchased goods by us always represents withdrawal from the contract. After we have taken back the purchased goods, we are entitled to exploit these, and the proceeds from said exploitation are to be credited to the liabilities of the orderer - less reasonable exploitation costs.
The orderer is obliged to take good care of the purchased goods; in particular he is obliged to adequately insure them for their value when new against damage caused by fire, water and theft. Insofar as maintenance and inspection work is necessary, the orderer must carry out this work in good time at his own expense.
In the event of attachment or other interventions by third parties, the orderer must inform us of this without delay in writing so that we can take legal action in accordance with § 771 German Code of Civil Procedure. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs for legal action in accordance with § 771 German Code of Civil Procedure, the orderer is liable for the losses incurred by us.
The internal data protection of the LKE Gesellschaft für Logistik- und Kommunikationsequipment mbH and their affiliated companies:
LP Unternehmensberatung
Eisborner Weg 80 b
58710 Menden
Deutschland
E-Mail: dsb@lp-office.de
Tel.: +49 2373 – 984934
Fax: +49 2373 – 984934
German law applies to the business relationship between us and the customer.
Insofar as the orderer is a merchant, the place of jurisdiction is our registered office; however, we are also entitled to sue the orderer at the court of his place of residence.
Unless otherwise specified in the acknowledgement of order, the place of fulfilment is our registered office.
The customerdetails will be stored in our database for further use.
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| 1.1 | These Terms and Conditions shall apply to the purchase of the goods detailed overleaf ("Goods") by you ("Buyer") from LKE (UK)Ltd a company registered in England and Wales 9668647 whose registered office is 4 Priory Road Kenilworth CV8 1LL ("Seller") and to the payment of this invoice. No other terms and conditions shall apply to the sale of the Goods or to this invoice unless agreed upon in writing between the Buyer and Seller. |
| 1.2 | The essence of these Terms and Conditions remains the same as those included with the Seller's quotation. |
| 2.1 | A "business day" means any day other than a Saturday, Sunday or bank holiday. |
| 2.2 | The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation. |
| 2.3 | Words imparting the singular number shall include the plural and vice-versa. |
3.1 | The description of the Goods are as set out in the Seller's accepted order and confirmed in the quotation and this invoice. In accepting this quotation the Buyer has acknowledged that it does not rely on any other representations regarding the Goods save for those made in writing by the Seller. No descriptions of the Goods set out in the Seller's brochures or specification sheets shall be binding on the Seller and are intended as a guide only. |
| 3.2 | The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements. |
| 4.1 | Subject to sub-Clause 4.2, the price ("Price") of the Goods shall be that detailed in the quotation, accepted by the Buyer and confirmed in this invoice. |
| 4.2 | Any increase in the cost of the Goods to the Seller due to any factor beyond the Seller's control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, shall be reflected in this invoice in accordance with the Sellers right to increase the Price prior to delivery. |
| 4.3 | Any increase in the Price under sub-Clause 4.2 shall only take place upon the Seller informing the Buyer of the increase in writing. |
| 4.4 | The Price is exclusive of fees for packaging and transportation / delivery unless otherwise stated. |
| 4.5 | The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. |
| 5.1 | The quotation constitutes written acceptance and confirmation by the Seller of the Buyer's order for the Goods. |
| 5.2 | The quotation is a contractual offer to sell the Goods which the Buyer has accepted. The Seller and the Buyer have entered into a contract for the sale of the Goods. |
| 6.1 | The Buyer shall pay the Price stated in this invoice within 30 days of the date of this invoice or otherwise in accordance with any credit terms agreed between the Seller and the Buyer. |
| 6.2 | Payment must be made by the Buyer notwithstanding that delivery may not have taken place and / or that the property in the Goods has not passed to the Buyer. |
| 6.3 | If the Buyer fails to make payment within the period in sub-Clause 6.1, the Seller shall suspend any further deliveries to the Buyer [, cancel any pending orders from the Buyer] and charge the Buyer interest at the rate of 5% per annum above the Commerzebank base rate from time to time on the amount outstanding until payment is received in full. |
| 6.4 | Time for payment is of the essence of the Contract between the Seller and the Buyer. |
| 6.5 | All payments must be made in GB Pounds unless otherwise agreed in writing between the Seller and the Buyer. |
| 7.1 | Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the accepted order or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier's premises at any time after the Supplier has notified the Customer that the Goods are ready for collection. |
| 7.2 | The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer. |
| 7.3 | If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure. |
| 7.4 | With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the accepted order provide the Services expressly identified in the accepted order. |
| 8.1 | The Buyer is under a duty to inspect the Goods on delivery or collection. |
| 8.2 | If the Goods cannot be examined, the carriers note or such other note as appropriate must be marked "not examined". |
| 8.3 | If the Buyer identifies any damage or shortages it must inform the Seller in writing within 5 working days of delivery, providing details of the alleged damage or shortage. The Seller shall not be liable if the Buyer fails to provide such notice. |
| 8.4 | The Seller must be permitted to inspect the affected Goods before the Buyer uses, alters or modifies them in any way. |
| 8.5 | Subject to the Buyer's compliance with this Clause 8 and the Seller's agreement with any alleged damage or shortages, the Seller shall make good any and all damage and shortages within a reasonable time. |
| 8.6 | The Seller shall be under no liability for and shall not indemnify the Buyer against any matters arising from damage or shortages. |
| 9.1 | Goods may not be returned without the prior written agreement of the Seller. |
| 9.2 | Subject to sub-Clause 9.4, the Seller shall only accept returned Goods if it is satisfied that those Goods are defective and that such defects would not be apparent on inspection. |
| 9.3 | The Seller shall have the option of either replacing defective Goods or shall refund to the Buyer the Price for those Goods which are defective. |
| 9.4 | The Seller shall not be liable for defects arising out of normal wear and tear, the Buyer's failure to follow any instructions given by the Seller, misuse or alteration of the goods, negligence, wilful damage or any other act of the Buyer, its employees, agents or any other third party. |
| 10.1 | Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when the Seller notifies the Buyer that the Goods are ready for collection. |
| 10.2 | If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when the Seller has tendered delivery of the Goods. |
| 10.3 | Legal and beneficial title in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the Price. |
| 10.4 | The Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if full payment is not received in accordance with Clause 6. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to the Seller at its own cost. |
| 10.5 | The Buyer's right to possession of the Goods in which the Seller retains legal and beneficial title shall terminate if: |
| (a) the Buyer commits a material breach of its obligations under these Terms and Conditions; | |
| (b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; | |
| (c) the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or | |
| (d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer. |
| 11.1 | Subject to these Terms and Conditions and except where the Buyer is purchasing the Goods as a consumer, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. |
| 11.2 | The Seller shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason. |
| 11.3 | The exclusions of liability contained within this Clause 11 shall not exclude or limit the liability of the Seller: |
| (a) for death or personal injury caused by the Seller's negligence; | |
| (b) for any matter for which it would be illegal for the Seller to exclude or limit its liability; and | |
| (c) for fraud or fraudulent misrepresentation. |
| 12.1 | All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party). |
| 12.2 | Notices shall be deemed to have been duly given: |
| (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; | |
| (b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; | |
| (c) on the fifth business day following mailing, if mailed by national ordinary mail; or | |
| (d) on the tenth business day following mailing, if mailed by airmail. | |
| 12.3 | All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party. |
| 13.1 | Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. |
| 14.1 | No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. |
| 15.1 | In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable). |
| 16.1 | These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. |
| 16.2 | Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales. |
