Terms of use
Terms of Use
General Terms and Conditions of Business, Payment and Delivery
1. General – Scope
1.1 The scope of these General Terms and Conditions extends to all business transactions such as sales, deliveries, services as well as payment transactions of LVX Global (Deutschland) GmbH and LVX Global (Europe) Pte. Ltd. with other companies.
1.2 Our Terms and Conditions of Business shall apply exclusively. Terms and conditions of sale that deviate from or contradict ours shall not be accepted unless we expressly agree to their validity in writing. Even without express retention in the case of a delivery with knowledge of conflicting Terms and Conditions of the business partner, our Terms and Conditions of Business shall remain exclusively valid.
1.3 All agreements for the performance of a contract between a business partner and LVX Global are set out in writing in these General Terms and Conditions of Business.
1.4 The LVX Global Terms and Conditions of Sale apply only to entrepreneurs or legal entities under public law within the meaning of § 310 (1) of the German Civil Code (BGB).
2. Offer – Offer documents
2.1 We may accept an order which constitutes an offer within the meaning of § 145 of the German Civil Code (BGB) within two weeks.
2.2 Acceptance of the order after expiry of the aforementioned period shall be deemed to be our new offer to the customer. If the customer does not immediately object to this offer, the customer has accepted our offer.
2.3 The property rights and copyrights for all illustrations, drawings, calculations, and other documents, including all documents marked as confidential, are held by LVX Global. Passing on to third parties or use by third parties is not permitted without express written consent. Deviations are permissible within the scope of customary tolerances and relevant EN/DIN regulations.
In addition, LVX Global is permitted to make technical changes, in particular in the production process, unless this is an unreasonable disadvantage for the customer.
3. Transfer of risk and prices
3.1 We sell our goods "ex works" (EXW – according to Incoterms 2020). This means that the material risk – accidental loss and/or accidental deterioration – shall pass to the buyer as soon as the goods leave the factory. Other deviating delivery conditions must be agreed in writing in the order confirmation.
3.2 The buyer must take out transport insurance himself.
3.3 The prices are pure net sales prices. Packaging and freight costs plus any applicable customs duties and the like shall be invoiced separately.
3.4 Should freight costs or customs duties increase or be newly introduced after conclusion of the contract, LVX Global is entitled to add these also to carriage paid or duty paid deliveries.
3.5 Increases in material and raw material costs can be passed on if there are at least 2 months between the conclusion of the contract and the delivery.
3.6 Our prices are net prices and do not include statutory value added tax. This will be shown on the invoice at the statutory rate valid at that time.
3.7 The customer is not entitled to exercise a right of retention unless the right of retention is based on the same contractual relationship.
4. Delivery time and acceptance
4.1 LVX Global undertakes to deliver within the stated delivery time. The prerequisite is that all technical questions have been conclusively clarified by the beginning of the delivery period and that the customer has fulfilled his obligations to cooperate.
If shipment has been agreed, the delivery periods and delivery dates refer to the time of handover to a forwarding agent, carrier or other third party commissioned with the transport.
A postponement of acceptance of ordered goods is possible without a separate written agreement for a maximum period of 6 months from the order.
LVX Global is entitled to make partial deliveries.
4.2 A prerequisite for compliance with the delivery obligation is the timely and proper fulfilment of the customer's obligations. The defence of non-performance of the contract remains reserved.
4.3 LVX Global reserves the right to claim damages including additional expenses for damages caused by a delay in acceptance or a culpable breach of other obligations to cooperate on the part of the customer.
The assertion of further rights or claims is expressly reserved.
4.4 If the customer is in default of acceptance or is responsible for a culpable breach of other duties to cooperate, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer from this point in time.
4.5 In case of default in delivery, LVX Global is liable according to the statutory provisions if the underlying purchase contract constitutes a transaction for delivery by a fixed date according to § 286 II No. 4 BGB or § 376 German Commercial Code (HGB).
Should the customer justifiably claim the cessation of his interest in the performance of the contract, LVX Global shall also be liable according to the statutory provisions.
4.6 In case of delay in delivery due to intentional or grossly negligent breach of contract by LVX Global including its vicarious agents, LVX Global shall be liable in accordance with the statutory provisions.
4.7 In case of a grossly negligent breach of contract by LVX Global, the extent of liability for damages is limited to the foreseeable, typically occurring damage.
In the event of a delay in delivery due to a culpable breach of an essential contractual obligation for which LVX Global is responsible, the liability for damages is limited to the foreseeable, typically occurring damage.
4.8 As far as legally permissible, LVX Global shall be liable within the scope of the delay in delivery with at least 3% for a delivery value of more than € 100,000. For a delivery value of € 50,000 to € 100,000 LVX Global shall pay at least 4% and below € 50,000 LVX Global shall pay at least 5%. The maximum benefit is limited to 15 % of the delivery value.
4.9 Further rights and claims of the customer remain unaffected.
5. Self-delivery, force majeure, and other hindrances
5.1 LVX Global is entitled to postpone deliveries and services for the duration of the impediment resulting from the delay in delivery by upstream suppliers. The precondition is that LVX Global is not responsible for the circumstances. This also applies to events of force majeure. This includes in particular shortages of energy and raw materials, transport bottlenecks, strikes, lockouts, official interventions as well as operational hindrances through no fault of LVX Global and all other hindrances. This shall also apply if the designated circumstances only occur when LVX Global is already in default.
LVX Global is also entitled to withdraw from the unfulfilled part of the contract in whole or in part due to these circumstances.
5.2 If a binding delivery date is exceeded for reasons described under 5.1, the customer may request LVX Global in writing, setting a deadline of 2 weeks, to declare whether LVX Global wishes to withdraw from the contract or to fulfil the contract within a reasonable period of grace. The customer can withdraw from the unfulfilled part of the contract if LVX Global lets the deadline expire.
6. Terms of payment
6.1 Deliveries and services are payable free of postage and charges on the due date shown on the invoice. If no due date is stated, the amount must be received in LVX Global's account within 30 days. The date of receipt of funds by LVX Global or the crediting of the bank account is deemed to be the date of payment.
6.2 Cash discounts may only be deducted after written agreement.
6.3 Payment is due within 30 days of the invoice date without deduction unless other payment terms have been agreed in the order confirmation. The statutory provisions shall apply to default in payment and its consequences.
6.4 The customer is not entitled to set-off unless his claims are undisputed or have been legally established.
6.5 LVX Global is entitled to demand advance payment or appropriate securities (e.g., bank guarantees) if the terms of payment are not met or circumstances become known which give rise to justified doubts about the creditworthiness of the customer. This also applies to facts which only became known to LVX Global after conclusion of the contract.
Further legal rights are expressly preserved.
6.6 If no payment is made or appropriate securities are provided despite the setting of a deadline, LVX Global can withdraw from the contract or demand compensation for damages.
6.7 LVX Global is entitled to prohibit the customer from reselling or processing the goods owned or co-owned by LVX Global and to demand their immediate return to LVX Global.
6.8 At the customer's expense, LVX Global may demand the right of joint possession.
6.9 The customer's rights of retention or set-off shall only apply with regard to corresponding counterclaims that are undisputed or have been legally established.
7. Liability for defects
7.1 The prerequisite for claims for defects is the proper fulfilment of the customer's owed obligations to inspect and give notice of defects (§ 377 HGB [German Commercial Code]).
7.2 If the customer makes a warranty claim, the separate LVX Global warranty conditions apply in the event of a corresponding warranty agreement.
7.3 If there is a material defect, LVX Global may decide whether subsequent performance is to be effected by remedying the defect or by delivery of a defect-free item.
7.4 In the event of a justified material defect complaint, LVX Global shall bear all expenses necessary for the purpose of rectifying the defect or replacement delivery of the subsequent performance, in particular transport, travel, labour, and material costs.
7.5 The type of supplementary performance chosen by the customer can be refused by LVX Global without prejudice to § 275 paras. 2 and 3 BGB if this causes disproportionately high costs.
7.6 If LVX Global fails to remedy the defect, the customer may rescind the contract or demand a price reduction.
7.7 Should the customer claim damages due to intentional or grossly negligent breach of contract by LVX Global, LVX Global shall be liable in accordance with the statutory provisions. Also fault by representatives or vicarious agents is attributable to LVX Global. In any case, with the exception of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
7.8 Should the customer claim a culpable breach of essential contractual obligations, LVX Global shall be liable in accordance with the statutory provisions, but the liability for damages shall be limited to the foreseeable, typically occurring damages.
7.9 LVX Global's liability in the event of a customer claim for compensation for damage instead of performance due to a negligent breach of duty is limited to the foreseeable, typically occurring damage.
7.10 LVX Global's statutory liability for culpable injury to life, limb or health shall remain in force. This also applies to the mandatory liability of the Product Liability Act.
7.11 Furthermore, liability is excluded.
7.12 The limitation period for claims for defects begins with the transfer of risk and is 12 months.
7.13 An exception to this is the use of the purchased item in a building which caused the defect.
8. Total liability
8.1 Regardless of the legal nature of the asserted claim, any further liability for damages other than that set out in clause 7 is excluded. This applies in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for property damage pursuant to § 823 BGB.
8.2 The exclusion of liability shall also apply in the event of a claim for reimbursement of useless expenses by the customer.
8.3 The personal liability for damages of our employees, workers, representatives, and vicarious agents is limited or excluded to the extent that LVX Global's liability for damages is limited or excluded.
8.4 LVX Global's limited or excluded liability for damages also applies to personal claims for damages against our employees, workers and all employees, representatives, and vicarious agents.
9. Copyright protection, software usage rights
9.1 The copyrights for all illustrations, drawings, calculations, constructive performances, and other documents, including all documents marked as confidential, are held by LVX Global. Only use in accordance with the intended purpose is permitted. Passing on to third parties or publication is not permitted without express written consent.
9.2 Copies may be made for archival purposes or as a substitute; copyright protection notices must also be transferred to the copies.
9.3 For software provided by LVX Global and the corresponding documentation as well as subsequent updates and supplements, the customer receives a non-exclusive and non-transferable right of use for use in connection with the products sold for which the software was supplied. Also, for this purpose a transfer to third parties without prior consent by LVX Global is excluded. Separate licence agreements are of priority.
9.4 Any change in the marking of the goods supplied by LVX Global is not permitted. This includes in particular the removal of the device numbers and type plates as well as special markings which could be regarded as the customer's or a third party's mark of origin.
9.5 In the case of services and software developments based on customer specifications, LVX Global assumes no liability for infringement of property rights vis-à-vis third parties. This also applies to any use of the software/services not previously agreed. Furthermore, LVX Global shall not be liable for goods which have been caused by the use of delivered goods in combination with goods delivered by LVX Global. In all other respects liability is governed by clauses 7 and 8.
10. Retention of title
10.1 LVX Global retains ownership of the purchased goods until full payment has been received under a contract. Should the customer act contrary to the contract, in particular in case of default of payment, LVX Global has the right to take back the purchased item. LVX Global thereby simultaneously withdraws from the contract. LVX Global is entitled to realise the purchased goods. The appropriate realisation proceeds will be credited against the customer's liabilities.
10.2 The customer is obliged to treat the goods owned by LVX Global properly and to insure them at his own expense against destruction by fire, water, and theft at replacement value. The customer shall carry out maintenance and inspection work at his own expense, insofar as this is necessary to maintain the value/function of the goods.
10.3 The customer has the obligation to inform LVX Global immediately in writing about seizures or other interventions by third parties in order to give LVX Global the possibility to file a lawsuit according to § 771 ZPO (German Code of Civil Procedure).
10.4 The customer shall be liable for any judicial and extrajudicial costs of an action pursuant to § 771 ZPO and defaults of any kind, unless the third party is able to reimburse LVX for such costs.
10.5 There is an immediate assignment of the customer's claim from sold LVX Global goods which were resold in the ordinary course of business. The amount of the assignment of claims is limited to the final invoice amount incl. statutory VAT of our claim, which he can assert against his customers or third parties through the resale. This applies both to goods which are sold unchanged or after further processing. The customer remains authorised to collect these claims even after they have been separated. LVX Global's authority to collect the claim itself remains unaffected. As long as the customer fulfils his payment obligations towards LVX Global in due time and in full, is not in default of payment and has not filed an application for the opening of composition or insolvency proceedings and thus there is a suspension of payments, LVX Global will not make use of the assignment of claims.
10.6 Should the aforementioned case occur, the customer undertakes to pass on to LVX Global the assigned claims and their debtors and all necessary information for the collection of the claims as well as to hand over the necessary documents and to inform the debtors (third parties) about the assignment.
10.7 Any further processing or redesign by the customer is done on our behalf and does not affect our ownership rights. By combining our products with other goods, LVX Global acquires a co-ownership in the new item.
The amount of co-ownership is measured by the ratio of the value of the goods of the original purchase (final invoice amount incl. statutory VAT) to the other processed materials/objects at the time of processing. The same retention of title applies to the new item as to the originally delivered goods.
In case of inseparable mixing/combining of the goods owned by LVX Global with other materials, co-ownership shall also apply in proportion of the value of the purchased item (final invoice amount incl. statutory VAT) to the other mixed items/modified items at the time of mixing. If the mixed object becomes the main product, the customer transfers the co-ownership proportionally to LVX Global. The sole ownership or co-ownership thus created is kept by the customer for LVX Global.
10.8 Should the further processing of our goods result in a connection with a piece of real estate, the customer assigns his/her claims against third parties to LVX Global as security for our claim against him/her.
10.9 If the realisable value of the securities to which we are entitled exceeds the claims to be secured by more than 10%, LVX Global undertakes to release securities at the customer's request. The selection of the securities to be released is made by LVX Global.
11. Place of jurisdiction – Place of performance
11.1 The place of business of LVX Global is also the place of jurisdiction if the customer is a merchant. However, LVX Global may also sue the customer at the place of jurisdiction of the customer's place of residence or place of business.
11.2 The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply. In the event of a dispute, the German version of these GTCs shall prevail.
11.3 The place of business of LVX Global (Deutschland) GmbH is the place of performance, unless otherwise stated in the order confirmation.