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GENERAL TERMS & CONDITIONS

of lento GmbH & Co. KG as of december 2022

1. Scope

2. Contract Partners

3. Contract Conclusion

4. Prices and Payment

5. Delivery Deadlines

6. Delivery

7. Proprietary Rights

13. Place of Jurisdiction

14. Dispute Resolution

1. Scope

1.1

The following general terms and conditions (hereinafter also: “GTC”) apply to all our business relationships with entrepreneurs (hereinafter also: “buyer”) for orders via the Internet, by telephone, fax, e-mail or in the exhibitions in their at the time of the order in the currently valid version.

Our offer is aimed exclusively at companies. Entrepreneur within the meaning of these terms and conditions is any natural or legal person or partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity (§14 BGB).

By agreeing to our terms and conditions during the purchase process, the buyer confirms that he is acting as an entrepreneur.

1.2

The GTC apply in particular to contracts for the sale and/or delivery of movable items (hereinafter also: “goods”), regardless of whether we manufacture the goods ourselves or buy them from suppliers (§§ 433, 651 BGB).

1.3

The terms and conditions apply in their current version as a framework agreement for future contracts for the sale and/or delivery of movable items with the same buyer, without us having to refer to them again in each individual case. In this case, we will inform our customers immediately about changes to our GTC.

1.4

Our terms and conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in any case, for example even if we carry out the delivery to the buyer without reservation, knowing the general terms and conditions of the buyer. In individual cases, individual agreements made with the buyer (including ancillary agreements, additions and changes) always take precedence over these GTC. A written contract or our written confirmation is decisive for the content of such agreements. Legally relevant declarations and notifications that are to be submitted to us by the buyer after the conclusion of the contract (e.g. setting deadlines, notifications of defects, declaration of withdrawal or reduction) must be in writing or text form to be effective. References to the validity of legal regulations only have clarifying meaning. Even without such a clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

2. Contract Partners

www.lillus-world.com is an offer of lento GmbH & Co. KG.

Contractual partner of the buyer is:
lento GmbH & Co. KG
Weidenring 1
07554 Korbußen
Germany

Registry Court (District Court) Jena
Commercial Register HRA 501752

Personally liable partner:
lento Verwaltungs GmbH
Registry Court (District Court) Jena
Commercial Register HRB 504759

Managing director with single signing authority:
Mario Felsch

For further information see legal notice.

3. Conclusion of the contract

3.1

The presentation of products and services available on this website is without obligation and unbinding. This shall also apply if we provide the buyer with product catalogues, other product descriptions or documents – also in electronic form. It does not legally constitute a binding quotation by the seller. It is only a non-binding invitation to the customer to submit a contract offer.

3.2

We retain the ownership and copyrights of all contents, images, illustrations, plans, calculations and other documents made available.

3.3

The buyer declares his interest in certain products by filling out and sending one of the available online forms on the internet, in writing by email or by phone.

After clarification of all order details, including number of items, price, design, payment method, shipping method, delivery address, etc., the seller will submit a concrete offer.

3.4

The buyer is entitled to accept the contract offer within the period set forth in the offer.

All quotations and orders produced for the customer by the seller remain non-binding until we confirm them in text form; a contract first materialises on the basis of our order confirmation in text form.

A change or cancellation of the contract is only possible with our consent, any additional expenses or fees will be charged. In the event of changes or cancellation, up to 100% of the order value may be incurred, depending on the material and production status.

3.5

The languages available for the contract conclusion are German and English.

3.6

We do not offer any product for sale to underaged people. In case the buyer is at age under 18, he may only use the services under the supervision of a parent or legal guardian who agrees to be bound by these terms.

3.7

The order processing and contact for orders usually takes place via e-mail. The buyer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the seller can be received at this address. In particular, when using SPAM filters, the buyer must ensure that all e-mails sent by the seller or by third parties commissioned to process the order can be delivered.

4. Prices and Payment Conditions

4.1

Insofar as in an individual case nothing other has been agreed, the valid prices shall be those we have set at the time of conclusion of the contract, and this ex works. The mail-order purchase (Section 7.3) takes place at the delivery conditions offered in each case. Any delivery and shipping costs are specified separately in the respective product description.

Unless otherwise stated in the seller’s product description, the following special features apply to the presentation of products and services for commercial buyers (industry, trade, commerce, service providers and freelancers): All prices are – as is usual in the lento print catalogue for business customers – as Net prices shown.

With the order, the buyer confirms the commercial use of the products.

4.2

Basically, we offer the payment method invoice and prepayment by bank transfer. Payment by cash or crossed check is generally excluded.

Other payment methods may be offered in cooperation with payment service providers.

With every order, we reserve the right not to offer certain payment methods and to refer to other payment methods. A claim to a particular method of payment does not exist.

In the case of orders by telephone, fax, e-mail or in the exhibitions, the seller shall notify the available payment option(s) upon acceptance of the offer.

4.3

If payment is made on account, the purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods, unless otherwise agreed.

The seller reserves the right to only offer the purchase on account payment method up to a certain order volume and to reject this payment method if the specified order volume is exceeded. The seller also reserves the right to carry out a credit check when selecting the purchase on account payment method and to reject this payment method if the credit check is negative.

With expiry of the aforementioned payment deadline the buyer is in delay. The purchase price shall incur interest at the legal delay interest rate for delay interest at each time. We reserve the right to apply further delay damages. In relationships with merchants our claim on the commercial due date interest (§ 353 HGB) remains unaffected. The buyer has offsetting and retention rights only insofar as his claim is legally determined or unopposed.

If it is noticed after conclusion of the contract, that our claim on the purchase price is endangered on grounds of lack of capability by the buyer (for example by application for opening an insolvency process), we are entitled to refuse our services or – if applicable after setting a deadline – to withdraw from the contract (§ 321 BGB) pursuant to the legal regulations. In the case of contracts on the manufacture of unwarranted items (individual production) we may declare our withdrawal immediately; the legal regulations on the expendability of setting deadlines remain unaffected.

4.4

In the case of advance payment by bank transfer, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

4.5

For all payment methods offered by the seller in cooperation with payment service providers, their terms of use apply. Please note that the payment has to be made directly to payment service provider.

5. Delivery Deadlines and Delivery Delays

5.1

The average delivery time within Germany is usually indicated in the online presentation of products and services. For deliveries abroad, different delivery times apply depending on the agreed delivery conditions.

The actual delivery period may differ from this. It is agreed individually or indicated by the seller upon acceptance of the order.

5.2

The start of the announced delivery deadlines depends in the event of an agreed pre-payment (Advance Payment, Paypal), on the fulfilment of the payment obligation of the buyer. The time of the receipt of the payment by us is decisive.

5.3

Insofar as we cannot adhere to binding delivery dates, on grounds that we are not responsible for, particularly forces majeures, work disputes, difficulties in the purchasing of materials or raw materials, the late delivery by our supplies on conclusion of a congruent cover business, we shall inform the buyer immediately, und at the same time announce the foreseen new delivery date.

5.4

If the delivery is not possible within the new delivery deadline, we are entitled to withdraw from the contract, either entirely or in part: and repay any payments made back o the buyer immediately.

5.5

Our legal withdrawal and cancellation rights as well as the legal regulation on the settlement of the contract on exclusion of delivery obligations (for example impossibility or unacceptability of the delivery and/or supplementary performance) remain unaffected. Also the withdrawal and cancellation rights of the buyer pursuant this GTC remain unaffected.

5.6

The occurrence of our delivery delay is determined by the legal regulations. In any case, however, a warning by the buyer is necessary. If we are in delivery delay, the buyer may demand delay damages on a pro rata basis. The overall damages amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay. In total, however, up to a maximum of 5% of the delivery value of the products delivered late. We retain the right of providing evidence that the buyer has suffered no damages or only significantly lower damages than the aforementioned overall damage figure.

6. Delivery, Risk Transfer, Acceptance, Acceptance Delay

6.1

Delivery takes place ex works, which is also the place of fulfilment.

6.2

We only deliver by mail order. Picking up the goods yourself is generally possible after specific scheduling and confirmation by the seller.

6.3

On demand and for the account of the buyer the products can be sent to another destination (dispatch purchase). Insofar as nothing other is agreed, we are entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging).

Goods are delivered by mail order to the delivery address specified by the buyer, unless otherwise agreed.

We do not deliver to packing stations.

6.4

Goods that are delivered by a forwarding agent are delivered “free to the curb”, i.e. to the public curb closest to the delivery address, unless otherwise stated in the shipping information in the seller’s online shop and unless otherwise agreed.

We are not obliged to unpack, set up and assemble, unless this has been agreed separately.

If delivery of the goods fails for reasons for which the buyer is responsible, the buyer shall bear the reasonable costs incurred by the seller as a result.

6.5

In the event that the buyer is a entrepreneur, the risk of incidental loss and incidental deterioration of the products transfers to the buyer by latest on the handover. In the event of dispatch purchases the risk, however, of incidental loss and incidental deterioration of the products transfer to the shipper, the freight carrier or another person or company determined for the carrying out of the dispatch of the shipment. If the buyer is in delay with acceptance, refuses to cooperate, or the delivery is delayed on grounds the buyer is responsible for, we are entitled to demand repayment of any damages caused by this including extra expenses (for example storage costs).

6.6

The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery to himself. This only applies in the event that the seller is not responsible for the non-delivery and has concluded a specific hedging transaction with the supplier with due diligence. The seller will use all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the buyer will be informed immediately and the consideration will be refunded immediately.

7. Retention of Proprietary Rights

7.1

In the case of entrepreneurs, the seller shall retain ownership of the sold products until final and complete payment of all our current and future claims from the purchase contract and an ongoing business relationship (assured claim).

7.2

The products under retention of proprietary rights may neither be pledged to third parties nor transferred by way of security before complete payment of the assured claims. The buyer must inform us immediately in writing if and to what extent third parties have access to the products belonging to us.

7.3

If the buyer breaches the contract, in particular by non-payment of the due purchase price, we are entitled to withdraw from the contract pursuant to the legal regulations and to demand return of the products. If the buyer does not pay the due purchase price, we may only apply these rights if we have set an appropriate deadline for payment without success, or setting a deadline is not necessary pursuant to the legal regulations.

7.4

In the case of entrepreneurs, the buyer is permitted to sell the products under retention of proprietary rights in an orderly course of business. In this case the following conditions shall apply in supplement. The buyer shall already at this point assign to us the claims accruing against third parties in connection with the onward sale of the products. We accept this assignment. The obligations of the buyer named in this GTC apply also in consideration of the assigned claims. Both the buyer and we are entitled to collect the claim. We are obliged not to collect this claim if the buyer insofar as the buyer has complied with his payment obligation to us, is not in payment delay, no application for an insolvency hearing has been made and no other defects in his capability are in place. If this is the case, however, we may demand that the buyer informs us of the assigned claims and their debtors, gives us all the information needed to get the claims, the related documents and informs the third party debtors of the assignment.

8. Warranty and Defect Claims of the Buyer

8.1

The legal regulations apply to the rights of the buyer in the event of material and legal defects (including wrong and short delivery as well as unprofessional assembly or defective assembly instructions), insofar as nothing else has been set forth in the following. In all events the special legal regulations regarding final delivery of the products to a user (suppliers’ recourse pursuant to §§ 478, 479 BGB) remain unaffected.

8.2

The principle of our defect liability is above all the agreement made on the quality of the products. In agreement for the quality of the products the product descriptions described as such (also of the manufacturer), which the buyer received before making his order or in the same way as is included as these General Terms and Conditions of Business are included in this contract shall apply. Insofar as the quality has not been agreed it must be judged pursuant to the legal regulation, whether a defect exists or not (§ 434 sub-section 1 sentence 2 and 3 BGB). However, we accept no liability for statements by the manufacturer or other third parties (for example advertising statements).

8.3

If the customer acts as an entrepreneur, the seller has the choice of the type of supplementary performance; in the case of new goods, the limitation period for defects is one year from delivery of the goods; in the case of used goods, the rights and claims due to defects are fundamentally excluded; the statute of limitations does not begin again if a replacement delivery is made as part of the liability for defects.

In addition, it applies to entrepreneurs that the statutory limitation periods for the right of recourse according to § 445b BGB remain unaffected.

The defect claims of the buyer require that he has complied with his legal inspection and complaint obligations (§§ 377, 381 HGB). If the buyer fails to comply with the notification obligations regulated there, the goods are deemed to have been approved.

If a defect shows up at the inspection or later, then we must be informed immediately in writing. The information applies as immediate if it is sent within two weeks, whereby to guarantee the deadline the timely dispatch of the notification is sufficient.

Independently of this inspection and complaint obligation, the buyer must inform of obvious defects (including wrong and short delivery) within two weeks of delivery in writing, whereby here also the guarantee of the deadline is the dispatch date of the information. If the buyer fails to undertake the order inspection and or notification of defects, our liability for the unreported defects is excluded. If the delivered products have material damage, we have the choice of either removing the defect or delivering a defect-free product. This choice can only be made by notification in text form (also by fax or email) to the buyer within three working day of advice of the defect.

If the supplementary performance fails or is not reasonable for the buyer or we refuse to undertake supplementary performance, the client is in each case entitled, pursuant to the applicable law, to withdraw from the purchase contract, to demand a discount on the purchase price, or damage compensation or repayment of his non-effective payments. With regard to claims of the client for damage compensation the special regulations of following paragraph in this GTC also apply.

We are entitled to make the supplementary performance owing to the fact that the buyer pays the due purchase price. The buyer is, however, entitled to retain an appropriate part of the purchase price as relates to the defect.

The buyer must give sufficient time and opportunity, in particular to give us the defective products for inspection purposes. In the event of replacement delivery the buyer must return the defective product to us pursuant to the legal regulations. The necessary expenses for the inspection and supplementary performance, in particular transport, routes, work and material costs shall be for our account, if a defect is truly present. However, if a defect removal demand of the buyer turns out to be unjustified, we may demand repayment of the costs incurred in this regard.

8.4

The limitations of liability and shortening of deadlines set out in the above paragraphs do not apply to items that have been used for a building in accordance with their normal use and have caused its defectiveness, to claims for damages and reimbursement of expenses by the buyer, and in the event that the seller has maliciously identified the defect has kept secret.

9. Other liability

9.1

Insofar as nothing other is set forth in this GTC including the following regulations, we are liable for breaches of contractual and non-contractual obligation pursuant to the pertinent legal regulations.

9.2

We are liable for damage compensation – regardless of legal grounds – in the case of malicious intent and gross negligence. In the case of simple negligence we are liable only: for damages from harm to life, the body or health, for damages from the breach of a significant contractual obligation (an obligation, the fulfilment of which enables the orderly implementation of the contract in the first place and on the adherence to which the contract partners regularly trust and may trust); in this case the liability is, however, limited to compensation for the foreseeable, typically occurring damages.

9.3

The liability limitations in subsection 2 shall not apply insofar as we maliciously conceal a defect or have taken over a guarantee for the condition of the product. The same shall apply for claims of the buyer pursuant to the product liability law. The buyer may only withdraw or cancel on grounds of a breach of obligation, which is not on grounds of a defect, if we are responsible for the breach of obligation. A free right to cancel of the buyer is excluded (in particular pursuant to §§ 651, 649 BGB). For the rest the legal conditions and legal consequences shall apply.

10. Credentials

10.1

The customer allows us to name him as a reference customer of lento GmbH & Co. KG in order to refer to the mutual economic relationship. The declaration of consent is limited to the naming of the customer’s company name and the use of the customer’s logo in marketing materials (e.g. company presentation) of any kind and on the website as a “reference customer”.

10.2

Any use of the customer’s logo or the naming of the customer’s company name for any purpose other than the above requires the prior written consent of the customer.

10.3

The customer is entitled at any time to revoke the right to use his company name or logo without giving reasons with effect for the future. The revocation must be in text form.

11. Notes on Data Processing

11.1

We collect data from the buyer as part of the processing of contracts. We observed the provisions of the European General Data Protection Regulation (GDPR), the Federal Data Protection Act and the Teleservices Data Protection Act. Without the consent of the buyer, we will only collect, process or use the buyer’s inventory and usage data to the extent that this is necessary for the execution of the contractual relationship and the purposes stated in our data protection declaration.

11.2

The buyer has the right to free information, correction, blocking and/or deletion of his stored data at any time.

11.3

For the purpose of the credit check, we transmit personal data collected within the scope of this contractual relationship about the application, the implementation and termination of this business relationship as well as data about non-contractual behavior or fraudulent behavior to commissioned credit agencies (CRIFBÜRGEL, Creditreform). The legal basis for these transfers is Article 6 Paragraph 1 Letter b and Article 6 Paragraph 1 Letter f of the GDPR. Transmissions on the basis of Article 6 paragraph 1 letter f GDPR may only take place if this is necessary to protect the legitimate interests of our company or third parties and does not outweigh the interests or fundamental rights and freedoms of the person concerned, which require the protection of personal data. The exchange of data with the commissioned credit agencies and partner companies commissioned by the credit agencies also serves to fulfill legal obligations to carry out creditworthiness checks on buyers (§ 505a and 506 of the German Civil Code). The commissioned credit agencies process the data received and may also use them for the purpose of profiling (scoring) to provide information to their contractual partners in the European Economic Area and in Switzerland and possibly other third countries (if the European Commission has made an adequacy decision on them). to assess the creditworthiness of natural persons.

11.4

To process an order, we work together with shipping and payment service providers who support us in whole or in part in the implementation of concluded contracts. Certain personal data such as names, postal addresses or e-mail addresses are transmitted to these service providers in accordance with the following information:
The personal data collected by us will be passed on to the transport company commissioned with the delivery as part of the contract, insofar as this is necessary for the delivery of the goods.
We pass on your payment data to the commissioned credit institute as part of the payment process, provided this is necessary for the payment process. If payment service providers are used, we will explicitly inform you of this below. The legal basis for the transfer of data is Article 6 (1) (b) GDPR.

12. Applicable Law

12.1

Subject to mandatory international private law regulations, the law of the Federal Republic of Germany, excluding the UN Sales Convention, shall apply to this GTC and all legal relationships between us and the buyer.

12.2

The contract remains binding even if individual points are not legally effective, in all ist other parts.

13. Place of Jurisdiction

13.1

If the client is a merchant in the sense of § 1 sub-section 1 of the (HGB (German Commercial Code), a legal entity under public law or a public special fund, the place of jurisdiction for all disputes arising from or in connection with the contractual relationship is exclusively the place of jurisdiction of the seller. We are, however, also entitled to sue at the general place of jurisdiction of the buyer.

13.2

If the buyer has his registered office outside the territory of the Federal Republic of Germany, the seller’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the professional or commercial activity of the buyer.

14. Alternative Dispute Resolution

14.1

The European Commission has launched a European dispute resolution platform (OS platform) online at
http://ec.europa.eu/consumers/odr

Consumers may use this OS platform to resolve disputes arising from online contracts with companies based in the EU out of court.

14.2

In accordance with § 36 VSBG (Consumers’ Dispute Settlement Act) VSBG), we declare: We are neither willing nor obliged to participate in dispute settlement procedures before an independent consumer arbitration service.