Terms of Trade

General Delivery Terms and Conditions
for U.I. LAPP GmbH, Contact GmbH and Lapp Systems GmbH

I.

1.    General:
All our deliveries and services to entrepreneurs in the meaning of § 14 German Civil Code are based exclusively upon our general terms and conditions stated below which are agreed upon with acceptance of our delivery also without explicit approval by the customer. General contract terms and conditions of the customer do not apply, even if we do not contradict to them explicitly and perform delivery. Variations and amendments made by the customer are only valid, if explicitly confirmed by us in writing. They are applicable only for the transaction for which they are made. The terms and conditions below shall be valid for future contracts, even if such is not explicitly stipulated in the future.

Terms may differ for cable assembly orders. These shall then be listed in the respective offer or order confirmation documents.

2.    Offer, Contract Conclusion, Writing Requirement:
Our offers are always without any engagement. After a purchase order has been placed by the customer, contract conclusion occurs by our written order confirmation, which shall be valid also when prepared automatically, and without signature and name, or by our delivery of goods. Data given prior to placing of the order within the scope of order processing (e.g. due to additional texts for special pipes, drawings, sample cables, sample pipes and screwings) including but not limited to performance, consuming or other individual data shall only binding, if confirmed by us together with the order confirmation or subsequently in writing. Information given in brochures and advertisements shall not be considered to represent an agreement on the properties of the product.

Our sales agents are not authorized to give guarantees or make arrangements varying from the general contract terms and conditions. Such eventual agreements must be confirmed by us in writing in order to be valid.

3.    Delivered Quantity
Short lengths and overlengths of +/- 10 % are admissible. Delivery may be made in partial lengths. In case of special fabrications, we reserve the right to deliver up to 10 % of the quantity ordered in short lengths or overlengths for items sold on a piece basis, and up to 15 % of the quantity ordered in short lengths and overlengths for items sold on a meter basis. The measuring tolerance due to lengths shall be ± 0.5 %. Special products sold on a meter basis are produced on a manufacturing length basis.
Items sold on a piece basis will be delivered in packaging units.

4.    Dates and Delays:
We shall make every effort to observe the delivery dates and delays specified in the order confirmation. They reproduce, however, only the probable delivery time and not a fixed delivery time nor a delivery time agreed upon by calendar.

4.1    Delivery delays will start only after complete clarification of all details. Performance of deliveries requires timely response to all questions, forwarding of all necessary or required drawings and documents or factory parts to be supplied, granting of all necessary releases and approvals; otherwise the delivery time is extended accordingly.

4.2    The delay or date shall be deemed to have been kept, if the consignment has been shipped within the delay or at the date agreed upon, or its readiness for shipment has been communicated or the consignment has been collected.

4.3    We shall only be obliged to perform and deliver, if the customer has made all payments agreed upon. If payments are made late, we shall be entitled to extend the delivery delays accordingly.

4.4    If a delay or date is not kept due to Force Majeure, mobilization, war, riot, strike, lockout or other unforeseeable impediments concerning our enterprise, for which we are not liable and which have occurred and/or become known to us after contract conclusion, the delay and/or date shall be reasonably extended. This shall also be applicable to cases of unforeseeable events having an impact on the enterprise of our sub-supplier and for which neither we nor the sub-supplier are liable.

4.5    If shipment is delayed on request by the customer or for other reasons for which he is liable, we shall be entitled to charge the cost caused by storage but at least storage fees in the amount of 0,50 EUR per 100 kgs and part thereof per day.

4.6    Partial deliveries are admissible.

4.7    Decisive for calculation are the quantities and weights which have been supplied by us ex works or which have been forwarded by us for shipment.

4.8    In case of deliveries within the European Community, the customer shall be obliged to communicate its VAT-ID as well as to give us all other information necessary for tax exemption examination and to make available to us the evidence necessary for proof of tax exemption. If the customer does not fulfill these obligations in time, we will not treat the delivery as being tax-exempt. We shall then be entitled to invoice the respective value added tax incurred in addition and claim it. If we have assumed incorrectly that a delivery is tax-exempt due to incorrect information given by the customer, the customer must release us from the tax due and bear all additional expenditure.

5.    Shipment, Passing of Risk:
Shipment shall be made at customer's risk. Insurance will only be effected by us on explicit demand by the customer who will bear the cost.

6.    Supply, Use of Software

6.1    When software is supplied, the customer shall be granted a non-exclusive and non-transferable right of use of the software and the related documentation for operating the goods for which the software is supplied. Except a backup copy, the customer shall not be allowed to make any reproductions. Copyright notices, serial numbers as well as other software identification features must not be removed or modified.

6.2    The purchaser shall be obliged to prevent unauthorized third party access to the software as well as the documentation by taking appropriate measures. He must store the original data carriers supplied as well as the backup copy in a location protected against unauthorized third party access. Its employees must be urgently requested to comply with the present delivery terms and conditions as well as copyright provisions.

7.    Damages for breach of duty

7.1    We shall not be liable for loss of profit. Indemnification shall be limited to 1 % for each finished week of delay and in total 10 % of the order amount. Indemnification instead of performance shall be limited to 10 % of the order value.
As far as we are liable for damages, such duty shall always be limited to the damage foreseeable at the time of contract conclusion. These limitations of liability shall not be applicable, if a commercial transaction for delivery by a fixed date has been stipulated, if we are liable for intent or gross negligence or for violation of substantial contract obligations or if we are liable for damages to body, life and health. Claims from the breach of duty out of contractual obligation become barred by the statute of limitations within the same period of time than the warranty claims, unless these are substantial contract obligations. Claims from negligently omitted non-information on negative properties of our products are excluded, unless representing a redhibitory defect. Our statutory liability from the product liability law remains unaffected by the above mentioned provisions.

7.2    Our liability for the loss or modification of data shall be limited to the typical expenditure for restoration which would have occurred in the event of regular production of backup copies in accordance with the risk.

7.3    Concerning Alternative-Service, statutory liability shall apply.

8.    Notifications of Defect and Warranty:
The notification of defect specified in accordance with §§ 377, 381 para 2 HGB (commercial duty of investigation and notification of defect) must be raised immediately in writing - in case of recognizable defects within 10 days at the latest after receipt of the goods at the place of destination, by indicating the delivery slip and invoice number.

8.1    If a notification of defect was raised in time, the customer shall be entitled to request subsequent performance (elimination of the defect or delivery of a product free from defects). If two attempts of subsequent performance are unsuccessful (failed subsequent performance) or if we refuse subsequent performance or if subsequent performance is unreasonable, the customer may withdraw from contract or reduce the purchase price or demand damages instead of performance. The customer shall be obliged to grant us the necessary time and opportunity for subsequent performance.

8.2    For impairments of the delivery object by natural wear and tear, damage after passing of risk or improper treatment no warranty shall be given.

8.3    Our liability expires, if the customer himself or third parties have performed rework or modifications on our consignment without our prior approval or if parts not supplied or not released by us have been used.

8.4    If we fulfil the contract appropriately, we are not obligated to take back goods.
However, if we do so at our expense as a gesture of goodwill, the following terms will apply:

a)    Goods must be in their original packaging, labelled identifiably as well as technically and visually sound.
b)    The minimum returns value is € 100.00 net.
c)    The goods were demonstrably (order confirmation, delivery slip, invoice) purchased from U.I. Lapp GmbH resp. Lapp Systems GmbH within 6 months.
d)    Returns must be announced in sufficient time in written form and the conditions must be agreed upon.
e)    Restocking fees will be charged depending on the value of the goods.
f)    Freight charges
If for generosity, we accept to take back goods, such return shipments must be announced and carried out by the customer at his own charge.

9.    Payment Terms and Conditions:
The invoice will be made out upon shipment. If goods ready for shipment cannot be shipped for reasons, which are within the sphere of risk of the customer, the invoice will nevertheless be made out and becomes due. Our invoices shall be payable 14 days net as from date of invoice.

9.1    In case of default we shall be entitled to request default interest in the amount of 9 % above the basic interest rate without proof of loss and 40 EUR fixed rate. The exercise of further damage claims is not excluded. The customer shall be permitted to prove that no damage has occurred or that damage far lower than the lump sum has occurred. Payments shall always be used for settlement of the oldest debt due including the default interest incurred on it, unless the customer specifies another explicit purpose. At first the interest will be paid.

9.2    The customer shall only be allowed to set off with undisputed debts or debts which have been validly established or exercise a retention right on goods for such debts, unless the customer pleads redhibitory defects. If payments are withheld, the debt must be based upon the same contractual relationship.

9.3    Bills of exchange shall only be accepted by us after explicit prior consent. Acceptance of bills of exchange or cheques will always be made in account of performance.

10.4    In the event of a contract for work and services, payment of our invoices without reservation shall be deemed as unreserved acceptance of our performance as well as a waiver of a penalty eventually forfeited.

10.    Retention of Title

10.1    The goods delivered by us remain our property until complete payment of all debts from the business relationship between us and the customer.

10.2    Unless otherwise specified below, the customer shall be entitled to resale and/or process the goods under retention of title in the normal course of business, but he shall not be permitted to pledge the goods or transfer them by way of security.

10.3    In case of processing, connection or mixing of the goods under retention of title with other goods or objects not owned by us, we are entitled to the joint ownership portion created in the new product in the ratio of the invoice value of the goods under retention of title to the other goods or objects at the time of processing, connection or mixing. If the customer acquires exclusive ownership in the new product, the contractual partners agree already now that the purchaser in the ratio of the invoice value of the goods under retention of title processed, connected or mixed to the invoice value of the remaining goods or objects processed grants us joint ownership in the new product. Direct labour cost, overhead expenses and other calculable cost factors shall not be considered when calculating our joint ownership portion. The customer shall be obliged to disclose on request at any time calculation of his cost of goods sold for determination of our joint ownership portion. Custody free of charge of the goods in our joint ownership for us by the customer is agreed already now.

10.4    The customer assigns already now all debts from resale of our goods under retention of title to us in the amount of the purchase price agreed upon with us for security purposes; we accept this assignment. We agree to a resale only, if due to the above assignment declaration, a valid assignment of claim can occur. If the goods under retention of title are resold together with other goods regardless of this occurs without or after processing, connection or mixing, the above mentioned advance assignment shall only be valid in the amount of the invoice value of the goods under retention of title which are resold together with the other goods.

10.5    In case of contracts for services or work performance, on the execution of which our retention of title will expire, the wage claim of the customer will be assigned to us already now in the amount of the invoice value of the goods under retention of title processed; we accept this assignment.

10.6    Up to a cancellation by us, the customer shall be authorized to collect to our account in his own name the debts assigned to us in advance. The authorization to collect expires also without our explicit cancellation, if the customer does not fulfil his obligations to us or is verging on insolvency, especially if insolvency proceedings are filed or if it is to be suspected that collected amounts cannot be remitted to us. In case of partial payments on wage claims partially assigned to us, the customer shall be obliged to set off the partial payments at first against the claim portion not assigned to us. Between us and the customer at first always the partial amount not assigned to us shall be deemed to have been paid off with respect to partial payments collected by the customer.

10.7    The authorization to collect does not authorize any factoring. Neither do we agree to assignment of the resale or wage claim assigned to us within the scope of a genuine factoring contract.

10.8    In case of payments in cheque/bill-of-exchange proceedings, our retention of title and security rights remain unaffected and continue to exist, until our liability out of bill-of-exchange and check has ended.

10.9    On our request, the customer shall be obliged to give information in writing at any time on the whereabouts of the goods subject to our retention of title rights. He shall be obliged to indicate to us third parties entitled to ownership as well as the debtors of the debts assigned to us, to give us all information on the debts assigned required for collection, to make available the documents necessary for collection including but not limited to the contracts and invoices and to inform the debtor on the assignment on our request at any time. The customer must make available to us assignment notices at any time. He shall be obliged to inform us immediately on every prejudice to our retention of title rights or other securities, especially pledges.

10.10    In case of behaviour contrary to the contract terms and conditions by the customer including but not limited to delay of payment with respect to a claim resulting from the business relationship, as well as if the customer is verging on insolvency, is becoming insolvent, if legal insolvency proceedings are being instituted against the customer, or if he asks his creditors for a settlement out of court, we may withdraw from contract after having granted a reasonable extension of time and ask the product back.

10.11    We undertake to release the securities, to which we are entitled, on request by the customer in so far as the value of our securities exceeds the debts to be secured by more than 20 %; the choice of the securities to be released lies with us.

11.    Design and Programme Changes:
We reserve proprietary rights and copyrights on cost estimates, drawings and other documents; they must not be disclosed to third parties without our explicit approval. Design and execution is subject to alterations in view of new experiences and improvements.

12. Onward delivery of goods abroad:

In the case of onward delivery of goods abroad by a domestic customer, the customer shall be responsible for checking whether the goods to be exported are subject to restrictions under the Foreign Trade and Payments Act of the Federal Republic of Germany, the Dual-Use Regulation of the EU or US foreign trade law or violate embargo regulations. The fulfilment of a contract or an order by us is subject to the proviso that the fulfilment is not restricted by national or international regulations, in particular export control regulations and embargoes or other restrictions.

13. No re-export to the Russian Federation

(1) The [importer/buyer] is prohibited from selling, exporting or re-exporting, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014.  

(2) The [importer/buyer] will use its best endeavours to ensure that the purpose of paragraph (1) is not frustrated by third parties in the wider supply chain, including potential resellers.

(3) The [importer/buyer] shall establish and maintain an adequate monitoring mechanism to detect behaviour by third parties in the wider supply chain, including potential resellers, that would defeat the purpose of paragraph (1).

4. any culpable breach of paragraphs (1), (2) or (3) shall constitute a material breach of a primary obligation under this Agreement and shall entitle [exporter/seller] to pursue appropriate remedies, including, but not limited to:

- termination of this Agreement without notice for cause; and

- liquidated damages in an amount equal to 10% of the total net value of the applicable purchase order, provided that the [importer/buyer] is expressly permitted to prove that no damages have been incurred or that the damages are substantially less than the liquidated damages.

5. the [importer/buyer] shall promptly inform the [exporter/seller] of any problems in the application of paragraphs (1), (2) or (3), including any relevant activities of third parties which may be contrary to the purpose of paragraph (1). The [importer/buyer] shall provide the [exporter/seller] with relevant information on compliance with the obligations under paragraphs (1), (2) and (3) within two weeks of the simple request for such information.

14.    Place of Delivery, Venue, Conclusions:
Place of delivery for all obligations out of the present contract including but not limited to payment of the purchase price as well as venue is Stuttgart, if the customer is a merchant within the meaning of § 38 para 1 ZPO [German Code of Civil Procedure]. This restriction does not apply, if the customer does not have a general venue within the country. We shall, however, be entitled to institute an action at the business place of the customer. The contract shall only be governed by the laws of the Federal Republic of Germany. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

II.

1.Terms of contract in the LAPP e-Shop:

The purchase contract is made with U.I. Lapp GmbH, Schulze-Delitzsch-Straße 25, 70565 Stuttgart (LAPP). LAPP initiates contracts only with corporate customers. Corporate customers are those acting in the exercise of their independent professional or commercial activity and have their registered office in a country of the European Union. As far as the offer of an unacceptable participant being mistakenly accepted by LAPP, LAPP is entitled to declare its withdrawal from the contract with the customer within a reasonable length of time. Orders placed via the e-Shop will be delivered to consignee addresses in the following countries: Germany, Austria, Belgium, Czech Republic, France, Hungary, Italy, Luxembourg, Netherlands, and Poland. For companies in the legal form UG (limited liability) and Ltd. (Limited Company) invoice payment terms are not available; a payment can only be made by credit card.

The contract between LAPP and the customer is transacted as follows: Customers can add the relevant product to their shopping cart on the relevant product page by clicking on the shopping cart icon. On the button "shopping cart" in the upper right corner the number of items is displayed; via this link the customer gets to the shopping cart page, where setting and changing the order quantity as well as deleting products as required; by returning to the product page, additional products can be added to the shopping cart and here the order can be checked again. From there, the order can be continued using the buttons located in the lower part of the page. The e-Shop is currently only available in German. The contract language is also only available in German.

The order data is stored by LAPP after the contract has been initiated and can be accessed at any time via the customer account. The contract text is not stored there; however, the GTC are available on the e-Shop website.

2. Vouchers, promotional prices and promotional discounts:

2.1 Percentage or value vouchers can be redeemed in the e-Shop. Percentage vouchers have a percentage value by which the purchase price is reduced in accordance with the following conditions. Value vouchers refer to a fixed amount in euros. A combination of several vouchers in one order is not allowed.

2.2 The voucher is applied to the total order. For the calculation of the total discount amount the following applies; In the case of percentage vouchers the individual items shall each be reduced by the specified percentage value, based on the net value of the goods without metal surcharges. In the case of value vouchers, the value of the voucher is divided among the individual items, ordered on a percentage basis according to the item value, to calculate the total discount amount. The voucher code cannot be applied to items that already have a promotional price.

2.3 Each voucher can be redeemed only once per customer number. A voucher can only be redeemed if the net value of the goods, without metal surcharges, is within the specified minimum and/or maximum order value. If there are staggered or incentive vouchers, the amount of the voucher shall be calculated automatically based on the order value.

2.4 Vouchers cannot be applied to purchases already made or items exchanged. Vouchers, promotional prices, and discounts cannot be combined with each other. Vouchers always refer to the net value of the goods without metal surcharges. LAPP reserves the right to terminate promotional prices and discounts prematurely and to withdraw vouchers in the event of misuse.

3. Payment by credit card:

Instead of payment by invoice, LAPP offers our customers the ability to pay by credit card. The payment can be made with Visa or Mastercard. The billing and payment transactions are not carried out by LAPP, but by EVO Payments International GmbH, Elsa-Brändström-Straße 10-12, 50668 Cologne, Germany. By choosing the credit card payment option, the customer agrees that the data they provide may be collected, processed, stored, and disclosed to their credit card company and its affiliates by EVO Payments International GmbH for purposes of payment processing and prevention of misuse.

To enter credit card data and other payment information, the customer will leave the Lapp e-Shop website; the data will be entered on a page of EVO Payments International GmbH.  Therefore, LAPP does not become aware of customers payment data; LAPP only receives anonymized data. EVO Payments International GmbH is of course bound by the strict rules of data protection. LAPP stores data received in connection with orders for which credit card payment has been chosen in accordance with the storage periods provided for by law.

In the case of credit card payment, LAPP issues the invoice after the goods have been dispatched; the contract is fulfilled immediately upon dispatching the goods.  It is recommended that customers keep a copy of the transaction receipt.

LAPP reserves the right to pass on any chargeback costs for credit card payments to the customer if these costs are due to the fault of the customer. The general terms and conditions of U.I.Lapp GmbH, Stuttgart, apply here.

III.

Prices:

For the current prices and services, please see our overview page under this link: https://www.lappkabel.com/terms-of-trade/prices-services.html