General condition of business Leones Brixiae Group

(01/2025)
 

PREMISE

The English version of the General condition of business constitutes the sole current and valid iteration of this document. Any translations are provided solely for convenience, aimed at enhancing comprehension of the English version. Translated versions hold no legal validity and cannot substitute the English text. In cases of discrepancies or conflicts, the English legal agreements and policies shall take precedence.

I. GENERAL

The following terms and conditions of sale and delivery shall apply to all business relations between Leones Brixiae Ltd (and every affiliated company of the group) and every other company, as well as with legal entities under public law or special funds under public law. An entrepreneur is any natural or legal person who is acting in a commercial or independent capacity when concluding the transaction.

All orders placed by entrepreneurs, regardless of whether they were placed with Leones Brixiae Ltd via the online order form or by other means, as well as our deliveries, services, and offers to entrepreneurs, shall be based exclusively on these terms and conditions of business. By placing orders with Leones Brixiae Ltd you recognize your ability to understand English (Leones Brixiae’s and internationally recognized main business language) and therefore you recognize your ability to fully understand the following terms and conditions, renouncing any linguistic recourse. Thus, they shall also apply to all future business relations even if they were not expressly agreed again. These Terms and Conditions shall be considered accepted upon delivery of the goods or performance at the latest.

General Conditions of Purchase of the buyer are not accepted. Under the provisions of the General Data Protection Regulation (GDPR), we inform our buyers that we process personal data required for the settlement of business relations using EDP and transmit these data only in-house.

II. OFFERS

Our offers are non-binding and without obligation. Contracts for delivery and all other agreements (including subsidiary agreements), as well as declarations of our representatives, shall only become legally binding for us after our written confirmation. We do not render planning services. Proposals made and information provided by our representatives shall be non-binding. Illustrations, drawings, dimensions, weights, or other performance data shall only be binding if this is expressly agreed in writing.
Business mail printed by data processing systems (e.g., order confirmations, invoices, credit notes, and reminders) shall also be legally binding without signature.

III. PRICES

  1. Our prices are net ex works or ex stock plus packaging, freight, and VAT (except if otherwise stated in the price). Concerning orders without agreed prices, our prices shall apply, which are valid according to the price list on the day of delivery.
  2. Part deliveries shall be invoiced separately unless expressly agreed otherwise.
  3. We reserve the right to make a corresponding price adjustment in the event of changes in material usage prices and personnel costs until the day of delivery. However, this shall only apply to periods of delivery of more than 4 months and for price adjustments up to 10%. A new price agreement shall be required for higher rates. If such an agreement is not made, we shall be entitled to withdraw from the contract by written notice within 14 days.

IV. TERMS OF PAYMENT

  1. If the payment conditions have not been agreed upon by the conclusion of the contract, the payment terms and payment dates specified in our invoices shall be binding. Deadlines for discounts and periods allowed for payment shall begin to run upon receipt of the invoice.
  2. The buyer may only offset his claims that are not contested or have become res judicata.
  3. We are not obliged to accept bills and cheques. Credit notes for bills and cheques are made with the value of the date when we can dispose of the counter value.
  4. We charge default interest at the legal rate in the event of default in payment. Assertion of other damages shall not be excluded. All claims will be due immediately in the event of non-compliance with terms of payment, dishonouring of bills and cheques, cessation of payment or upon circumstances which reduce customer creditworthiness or ability to pay. Furthermore, we shall be entitled to execute outstanding deliveries only against advance payment or withdraw from the contract after setting a reasonable grace period and claim damages instead of performance.
  5. Otherwise, the following provisions of item IX shall apply to the claims for damages of the buyer.

V. RESERVATION OF OWNERSHIP

  1. Our deliveries are exclusively made with reservation of ownership (conditional commodity). Ownership passes to the buyer not before he has redeemed his total liabilities, including any balance claims from our goods delivered. The same shall apply if payments are made for specially described claims.
  2. Processing or transformation is always made for us as producers, however, without any obligation. If goods delivered by us are mixed or linked with other objects, the buyer shall assign the (joint) ownership to us of the corporeal thing created hereby, namely in the proportion of the invoice value of our conditional commodity to the invoice value of the other goods used.
  3. The buyer may only sell or use our conditional commodity in the ordinary course of business. Pledging and assignment as security shall be inadmissible. By way of security and to the full extent, the buyer assigns the claims (including any balance claims) to us already now, which arise from resale or any other legal ground (further use, tortious act) of the conditional commodity.
  4. The buyer shall be entitled to the collection of the claims assigned to us. We may revoke the collection authorization in the event of default, cessation of payment, application to commence insolvency or composition proceedings, or any other deterioration of the buyer’s assets. The buyer shall notify us immediately about attachments, seizures, or any other orders or interferences by third parties.
  5. If the buyer defaults, we shall be entitled to demand a return of the conditional commodity and get the actual possession of this conditional commodity by our action or authorized representatives, no matter where it is located. The buyer shall be obliged to return the conditional commodity to us. Furthermore, he shall be obliged to supply the information required and deliver documents for the enforcement of our rights.
  6. If the realizable value of the securities due to us by the foregoing provisions exceeds the value of our claims by more than 10 %, we shall be obliged to release the excess securities at our option upon the buyer’s request.

VI. PERIODS OF DELIVERY/DEFAULT

  1. Delivery time information is only approximate. We shall only default if the performance is due and a written demand for payment is issued. Delivery day is the day of dispatch ex works and ex stock, respectively.
  2. Delivery deadlines start with the date of our order confirmation. They do not start, however, before clarification of all execution details and all other conditions to be set by the buyer for the proper processing of the contract. The same is valid for delivery dates. Early deliveries are permitted.
  3. We shall also not be liable for bindingly agreed periods and dates in the event of delays in delivery and of performance due to force majeure and events which considerably complicate or make delivery impossible, not only temporarily – strike, lockout, breakdown, delay in supply with important raw and auxiliary materials, even if the delay occurs at our supplier, in particular. These delays entitle us to postpone delivery for the period of the impediment plus a reasonable start-up period or to withdraw from the contract as a whole or in part. If delivery time is extended or we are released from our delivery commitment, the buyer may not derive a claim for damages from it. However, we may only rely on the circumstances mentioned if we notify the buyer immediately.
  4. We shall be entitled to make part deliveries. Any part delivery shall be considered an independent transaction.

VII. SHIPMENT

  1. Shipment is made for the buyer’s account.
  2. Mode of shipment and shipping route, transport, and packaging, and other securities, respectively, shall be of our choice. We shall be entitled, however, not obliged to insure deliveries in the name and for the account of the buyer.
  3. Risk passes to the buyer when cargo is handed over to the person performing the transport or left our works and stock, respectively, for shipment.
  4. If the buyer violates their duties to cooperate (e.g. by not timely retrieving the goods or by declining acceptance), we are entitled to store the goods at the buyer’s costs and risk and to demand compensation for the damages that have been caused so far (in particular storage costs), including additional expenses after an extension of time has passed without any success.
  5. After the extension of time has passed without any success, we are also entitled to charge for the ordered goods.
  6. If the above conditions apply, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the point in time that the buyer will default on acceptance or payment.
  7. Our right to demand compensation because of a breach of duty or compensation instead of service, respectively, shall remain unaffected by this.
  8. With this, the goods are stated as accepted.
  9. Discharge of the goods is made at the buyer’s expense.

VIII. DEFECTS AS TO QUALITY

  1. Goods are delivered free of production defects or defects in material. Claims based on defects shall not exist in the event of an only irrelevant deviation from the quality agreed or irrelevant impairment of usefulness.
  2. Guarantees for the quality and shelf life of the delivery item shall only be considered as furnished if we declare the guarantee as such expressly and in writing.
  3. Notice of defect shall be made immediately – and in writing – and is excluded if we do not receive it within 2 weeks after receipt of the delivery. We shall be notified immediately about defects which could not be detected within this period (even with careful inspection), however, 2 weeks after detection at the latest.
  4. If there is a defect in the goods delivered and the cause already existed at the time of the passage of risk, we will, at our option, rectify the defect free of charge within a reasonable period or remedy the defect by delivery of an item free of defects (subsequent performance). If the buyer rejects this or changes or repairs of the corresponding goods are made, we shall be exempted from the liability for defects.
  5. If rectification of defects fails or if it is not made within a reasonable grace period set by the buyer, the buyer may reduce the purchase price or withdraw from the contract.
  6. The buyer must, as far as this is possible and reasonable for him, prove that defects as to quality are caused by faults in material or faulty manufacture of the goods and not by defective mounting. The costs for determining the cause of the defect and other expenses arising within the scope of this obligation shall not be the subject of the warranty.
  7. Damages that occurred due to wrong or faulty installation, putting into operation, treatment, operation, maintenance, or use also do not constitute a claim based on defects. This shall also apply concerning overload and corrosion damage.
    Liability for usual wear and tear shall be excluded.
    Only the direct buyer shall be entitled to assert claims due to defects, and such claims cannot be assigned.
  8. Claims of the buyer for expenses required for subsequent performance or reversal of the transaction after withdrawal from the contract – transport costs, road costs, labour costs, and materials costs, in particular – shall be excluded if expenses increase because the delivery item was installed at a location difficult to access.
  9. Recourse claims of the buyer against us shall only exist to the extent that the buyer did not make an agreement with his customer that goes beyond the legal claims based on defects.
  10. The periods mandatorily prescribed by law shall apply to the claims based on defects. These periods start to run on the day of delivery. The statutory limitation periods shall apply in the event of injury to life, body, or health, and wilful acting or grossly negligent breach of our duties, as well as fraudulent concealment of a defect or giving of a guarantee as to the quality.
  11. We state that, according to the conditions above, there is no intention to change any legal or caselaw distribution of the burden of proof.

IX. LIABILITY

  1. We shall only be liable concerning damages and compensation for futile expenses due to violations of contractual or non-contractual obligations, as well as violations based on tortious liability:
    – in the event of intentional or grossly negligent acting;
    – in the event of intentional or grossly negligent injury to life, body, or health;
    – due to fraudulent concealment of defects or giving of a guarantee as to quality; and
    – in the case of liability due to an absolute offence (especially according to the product liability act).
  2. We shall be liable for any negligence in the event of a violation of essential contractual obligations, however, only to the extent of the foreseeable contract-typical damage.
  3. As far as our liability is excluded or limited, this shall also apply to employees, representatives, and vicarious agents.
  4. Cardinal duties are essential contractual obligations, i.e. such duties which imply the character of a contract and on which the other party may trust; such as fundamental rights and obligations that form the prerequisites for a performance of the contract and that are indispensable for achieving the purpose of the contract.
  5. We state that, according to the conditions above, there is no intention to change any legal or caselaw distribution of the burden of proof.

X. RETURN/EXCHANGE

  1. If the buyer withdraws unjustified from an order given, we may demand 25% of the selling price for costs incurred for order processing and lost profit, without prejudice to the option of asserting higher actual damage. The buyer shall be entitled to prove that no or slight damage occurred.
  2. Return shipments will only be accepted after our express prior written consent.
  3. A credit note will only be granted in the amount of the present value, with a deduction of 25% take-back and inspection costs

XI. PLACE OF PERFORMANCE/JURISDICTION

  1. London is the place of performance. Jurisdiction regarding a commercial course of business shall be the court competent for our place of business.
  2. The United Kingdom substantive law shall apply to all legal relations in connection with this contract to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG)

XII. SEVERABILITY

Should a provision of these conditions of sale and delivery or a provision within the scope of any other agreement be invalid or become invalid, this shall not affect the validity of the remaining provisions.