General terms and conditions
1. Scope of application
These General Terms and Conditions (hereinafter “T&Cs”) govern the contractual relationship between LignoPure GmbH, Harburger Schloßstraße 6-12, D-21079 Hamburg (hereinafter “LignoPure”) and commercial customers (hereinafter “Customer”). By placing an order, the customer accepts these T&C as a constituent part of the contract. General business terms and conditions of the customer are not constituent parts of the contract. Deviations to these T&C require the written form to be deemed valid.
The ordering of products from LignoPure can be done by written means such as webpage contact form, e-mail or post, to LignoPure’s sales department. LignoPure accepts no liability for operational interruptions or illegal interventions in the customer’s IT system or that of a third party caused by transmission errors, incorrect services, technical defects or deficiencies and faults. Orders placed are regarded to constitute binding acts of ordering and may only be cancelled with the agreement of LignoPure.
3. Prices and costs of delivery, payment conditions
LignoPure is entitled to modify the prices for the products at any time without prior notice. The prices shall apply as published by LignoPure at the time of the placing of the order. Value Added Tax (VAT), delivery supplements, and supplements for express deliveries or other special requirements on the part of the party placing the order shall be invoiced additionally.
Any agreed discounts and other advantages shall be disclosed clearly in the invoice. The invoices issued by LignoPure are due for payment within 14 days of the invoice date, without deduction. In the event of delay in payment, an arrears interest of 6% p.a. shall be incurred. The right is reserved to claim further costs. LignoPure reserves the right to provide deliveries only against payment in advance. The customer is not entitled to offset claims against LignoPure claims.
Details relating to delivery schedules are not binding, however, unless, in exceptional cases, a binding delivery time has been expressly agreed. In the event of more extensive delays in delivery and delivery bottlenecks, LignoPure will inform the customer of the situation. In such cases the customer may cancel the order. Claims for compensation due to delays in delivery and delivery bottlenecks are excluded.
5. Transfer of right of benefit and risk
Right of benefit and risk shall be transferred to the customer as from the dispatch of the products from the LignoPure’s premises.
6. Inspection and complaints
The customer is required to inspect each delivery immediately upon receipt, and to notify LignoPure of any deficiencies or deviations from the order in writing, and in any event at the latest within three working days from receipt of the delivery. If the contractual partner fails to notify, the work/product shall be deemed to have been approved, unless it is a defect which was not apparent during the investigation. For the rest, Sections 377 et seq. of the German Commercial Code (HGB) apply. Deficient products and incorrect deliveries are to be returned in accordance with the instructions from LignoPure.
The following applies to promised services which constitute a work and, except for research services. For research services, the following regulations are only applicable if a work has been expressly promised as a research achievement.
The work performance must comply with the agreed service description and the agreed scope of services and shall be provided to the client free from material and legal defects. LignoPure ensures that the work performance is free from third-party rights.
LignoPure assumes no liability regarding the actual possibility of implementation of the project or its economic feasibility, to the extent that the service provided corresponds to the owed performance.
In the event of a defect, repair, or new delivery (subsequent performance) shall be carried out at the option of the LignoPure. If a subsequent delivery is to take place, LignoPure shall be granted a reasonable period of time for subsequent delivery. In the event of failure of subsequent performance, the contractual partner shall demand the right to reduce the remuneration or rescind the contract at his discretion.
The LignoPure may refuse subsequent performance if this requires an effort that is in a flagrant disproportion to the contractual partner’s interest in performance. In this case, the contractual partner may demand a reduction of the remuneration or withdraw from the contract.
Claims for defects do not exist in the event of only insignificant deviation from the agreed quality, in the case of only negligible impairment of usability, in the case of natural wear and tear or damage resulting from faulty or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not required by the contract.
If changes or repairs are made by the contractual partner or third parties, there are also no claims for defects.
7. Prohibition of change or modification of product and storage conditions
The products supplied may only be issued and resold in the original packaging and without any changes or modifications. The customer is not entitled to undertake any changes or modification to the products. The customer undertakes to store the products in the specified manner. Any products which are not stored in the specified manner or are out of date must not be issued or resold.
8. Work results and rights of use
LignoPure remains the owner of existing copyrights, inventions, and other intellectual property rights (preexisting property rights).
Inventions made during the execution of a contract by LignoPure employees, and third parties commissioned by them belong to the LignoPure. In addition, LignoPure grants rights of use regarding the new protected work results that arise within projects only with a separate contractual and written agreement.
Inventions made jointly by employees of LignoPure and the contracting entity during the execution of an order, as well as intellectual property rights granted for this purpose, are jointly granted to both contracting parties.
Labels identifying the author may not be removed, destroyed, obscured, altered or otherwise used.
The liability of the contracting parties is limited to intended and gross negligence and is limited to the amount of the contract. Liability for indirect damage (in particular, loss of profit or loss of production) is excluded.
10. Force majeure
In the event of an instance of force majeure (e.g., natural disasters, war, epidemics, accidents) and similar circumstances, which affects the operation of LignoPure or of suppliers or vicarious agents and renders the performance of a delivery impossible or substantially difficult, LignoPure shall be entitled to cancel an order without obligation to reimbursement.
11. Data protection
LignoPure shall process personal data relating to the customer in respect of the fulfilment of the order, the issue of the invoice (including checking on creditworthiness), marketing, and maintaining of customer relations. Further information relating to the processing of personal data is provided in the data protection declaration.
12. Final provisions
LignoPure shall be entitled to amend these T&C at any time. In this event, LignoPure shall see to make the amendments known in an appropriate manner. By the placing of the next order the customer shall be deemed to have approved the amendments.
13. Applicable law and place of jurisdiction
These T&C, and all orders and deliveries, are subject to German law, with the exclusion of the Convention relating to international contracts for the sale of goods.
Exclusive place of jurisdiction is the place of domicile of LignoPure GmbH, state of Hamburg, Germany. LignoPure GmbH shall further have the right to claim against the customer at any other court of jurisdiction, at the domicile or place of residence of the customer.
Special COVID-19 conditions
Due to current developments and measures taken globally, nationally, and locally in connection with the World Health Organization’s declared public health emergency in respect of the COVID-19 pandemic, LignoPure’s offered goods and/or services can be negatively affected. Despite our actions to mitigate potential supply impacts, please be advised that our products, suppliers / subcontractors, delivery lead-times, engineering, quoted prices, etc. may be impacted due to the COVID-19 pandemic.
Such adverse effects may be caused by or occur in response to actions taken by a government or public authority (including the imposition of embargoes or import or export restrictions, quarantine orders, travel restrictions or any other restrictions or prohibitions and the compliance by LignoPure or any of its sub-suppliers of any tier with corresponding laws or governmental orders, rules, regulations, directions, recommendations, or precautions). The coronavirus pandemic and these effects may result in excessive illness rates of personnel, difficulties, or increased costs in obtaining workers or goods, inability to transport goods or persons across borders, other travel restrictions or mobility impairments, personnel and/or material shortages, delays or other adverse circumstances affecting the supply of goods or services.
Accordingly, LignoPure will have an entitlement to an extension of any stated time schedule and/or to charge extra reasonable costs in the event LignoPure’s time schedule is adversely impacted and/or LignoPure incurs additional costs due to any of the foregoing.