GENERAL TERMS & CONDITIONS

of lento GmbH & Co. KG for commercial customers (B2B) and private consumers (B2C)
as of June 2024

1. Scope

1.1

The following General Terms and Conditions (hereinafter also referred to as “GTC”) apply to all our business relationships with entrepreneurs (hereinafter also referred to as “Buyer”) for orders placed via the Internet, by telephone, fax, e-mail or in the exhibitions in the version valid at the time of the order.

A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that are predominantly outside his trade, business or profession (§ 13 BGB).

An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity (Section 14 BGB).

1.2

The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as “goods”), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 651 BGB).

1.3

The GTCS shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same buyer, without us having to refer to them again in each individual case. In this case, we shall inform our customers immediately of any changes to our GTCS.

1.4

Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer’s General Terms and Conditions. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements. Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of cancellation or reduction) must be made in writing or text form to be effective. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2. Contractual partner

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 contract

3.1

The presentation of products and services in the online shop, in printed catalogues or in other product descriptions and documents that we have provided to the buyer – also in electronic form – is subject to change and non-binding. It does not constitute a binding offer on the part of the seller, but is merely an invitation to the buyer to submit a contract offer.

3.2

We reserve the property rights and copyrights for all texts, images, illustrations, drawings, plans, calculations and other documents.

3.3

The buyer can submit the offer via the online order form integrated into the seller’s online shop.

After placing the selected goods in the virtual shopping basket and going through the electronic ordering process, the buyer submits a legally binding contractual offer within the meaning of Section 145 of the German Civil Code (BGB) with regard to the goods contained in the shopping basket by clicking the button that concludes the ordering process.

Before completing the order, the buyer can remove the selected items from the virtual shopping basket and determine the quantity. The buyer can choose the payment method himself. They can also choose the shipping method if there are several options to choose from. The buyer specifies the desired billing address and can also specify an optional delivery address.

The buyer can also submit the offer to the seller by fax, e-mail, post or online contact form.

In the case of orders for goods shown in the printed catalogue or other documents of the seller, the buyer can submit his offer to the seller in writing, by e-mail, by fax or by telephone. The order of the goods by the buyer is considered a binding purchase offer. For this purpose, the Buyer may complete the order form enclosed with the Seller’s printed catalogue and return it to the Seller.

3.4

If a payment method is selected in the seller’s online presentation that the seller offers in cooperation with an external payment service provider, the legally binding contract offer to the seller is concluded when the buyer enters his payment details on the website of the respective payment service provider and confirms the selected payment method.

Otherwise, the following applies: The seller can accept the buyer’s offer within two weeks by either sending the buyer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the buyer is decisive in this respect; or by delivering the ordered goods, whereby the receipt of the goods by the buyer is decisive in this respect; or by requesting payment after placing the buyer’s order.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the buyer and ends at the end of the fifth day following the sending of the offer. If the seller does not accept the buyer’s offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the buyer is no longer bound by his declaration of intent.

3.5

When submitting an offer via the seller’s online order form, the text of the contract is saved by the seller after the contract is concluded and sent to the buyer in text form (e.g. email, fax or letter) after the buyer’s order has been sent. The seller will not make the text of the contract available beyond this.

3.6

Before placing a binding order via the seller’s online order form, the buyer can recognise possible input errors by carefully reading the information displayed on the screen. An effective technical means of better recognising input errors can be the browser’s magnification function, which enlarges the display on the screen. During the electronic ordering process, the buyer can correct his entries using the usual keyboard and mouse functions until he clicks on the button that finalises the ordering process.

3.7

Only the German language is available for the conclusion of the contract.

3.8

We do not offer products for purchase by minors. If the buyer is under 18 years of age, the co-operation of a parent or legal guardian is required.

3.9

Order processing and contact for orders in the online shop generally take place by e-mail and automated order processing. 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 by the seller to process the order can be delivered.

3.10

If, after conclusion of the contract, we become aware of facts which, according to our best commercial judgement, indicate a significant deterioration in the buyer’s financial situation and which jeopardise the payment of our outstanding claims by the buyer from the respective contractual relationship, we shall be entitled to demand advance payment or corresponding securities and, in the event of refusal, to withdraw from the contract, whereby the invoices for partial deliveries already made shall become due immediately.

4. cancellation

4.1

Consumers (i.e., natural persons who place an order for a purpose that cannot be attributed to their commercial or independent professional activity) have a statutory right of withdrawal in accordance with legal provisions.

4.2

If consumers exercise their right of withdrawal, they must bear the regular costs of returning the goods. Otherwise, the provisions set out in the seller’s cancellation policy apply in detail to the right of withdrawal.

5. Prices and terms of payment

5.1

Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse. Sales by despatch shall be subject to the delivery conditions offered in each case. Any delivery and shipping costs incurred are stated separately in the respective product description.

The prices quoted are total prices which include statutory VAT. VAT is shown transparently for the entire order during the ordering process.

5.2

We generally offer the payment methods invoice and prepayment by bank transfer. Payment by cash or crossed cheque is generally excluded.

Other payment methods in the seller’s online shop are offered in co-operation with payment service providers. Details of the payment options available for commercial customers (B2B) and private consumers (B2C) can be found on our payment terms page.

For each order, we reserve the right not to offer certain payment methods and to refer to other payment methods. There is no entitlement to a specific payment method.

For orders in the seller’s online shop, the buyer will be informed of the available payment option(s) during the ordering process. Only the payment methods shown to the buyer during the ordering process will be accepted.

In the case of orders by telephone, fax, e-mail or in the showrooms, the seller shall inform the buyer of the available payment method(s) upon acceptance of the offer.

5.3

In the case of payment by invoice, 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 offer the payment method purchase on account only 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 payment method purchase on account and to reject this payment method if the credit check is negative.

The buyer shall be in default upon expiry of the above payment deadline. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim against merchants for commercial maturity interest (§ 353 HGB) remains unaffected. The purchaser shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed.

If it becomes apparent after conclusion of the contract that our claim to the purchase price is jeopardised by the Buyer’s inability to pay (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (customised products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

5.4

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

5.5

All payment methods offered by the seller in cooperation with payment service providers are subject to their terms of use. Please note that payment must be made directly to the payment service provider.

6. Delivery period and delay in delivery

6.1

When products and services are presented in the online shop, the average delivery time within Germany may be stated. For deliveries abroad, different delivery times apply depending on the agreed delivery conditions.

The actual delivery period may differ from the average delivery period. It is therefore agreed individually or specified by the seller when the order is accepted.

6.2

In the case of an agreed advance payment, the start of the stated delivery periods depends on the fulfilment of the buyer’s payment obligation. The date of receipt of payment by us shall be decisive.

6.3

If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, in particular force majeure, labour disputes, operational disruptions, difficulties in procuring materials or raw materials or the failure of our suppliers to deliver to us on time when concluding a congruent hedging transaction, we shall inform the buyer of this immediately and at the same time inform him of the expected new delivery deadline.

6.4

If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already paid by the buyer.

6.5

Our statutory rights of withdrawal and cancellation as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected. The Buyer’s rights of cancellation and termination in accordance with these GTC shall also remain unaffected.

6.6

The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required. If we are in default of delivery, the buyer may demand lump-sum compensation for the damage caused by the delay. The liquidated damages shall amount to 0.5 % of the net price (delivery value) for each completed calendar week of delay, but shall not exceed a total of 5 % of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has not suffered any damage at all or only a significantly lower damage than the above lump sum.

7. Delivery, transfer of risk, acceptance, default of acceptance

7.1

Delivery is ex warehouse, which is also the place of fulfilment.

7.2

We only deliver by dispatch. Collection of the goods by the customer is generally possible after specific scheduling and confirmation by the seller.

7.3

At the request and expense of the Buyer, the goods shall be dispatched to another destination (sale to destination). Unless otherwise agreed, we are entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves.

Unless otherwise agreed, goods shall be delivered by dispatch to the delivery address specified by the buyer.

When ordering via the seller’s online shop, the delivery address specified in the online order form is decisive.

We do not deliver to packing stations.

If the 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.

7.4

Goods delivered by a forwarding agent are delivered “free kerbside”, i.e. to the public kerbside 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 the goods unless this has been agreed separately.

If the 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.

7.5

If the buyer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the buyer at the latest upon handover. In the case of sale by despatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or organisation otherwise designated to carry out the shipment. If the Buyer is in default of acceptance, fails to co-operate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

7.6

The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the Seller is not responsible for the non-delivery and the Seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the Buyer shall be informed immediately and the consideration shall be reimbursed without delay.

8. Retention of title

8.1

In relation to consumers, the seller retains title to the goods sold until the purchase price owed has been paid in full.

In relation to entrepreneurs, the seller retains title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claim).

8.2

The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claim. The buyer must inform us immediately in writing if and insofar as third parties have access to the goods belonging to us.

8.3

In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

8.4

If the buyer acts as an entrepreneur, he is authorised to resell the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition. The purchaser hereby assigns to us any claims against third parties arising from the resale of the goods. We accept the assignment. The obligations of the Buyer stated in these General Terms and Conditions shall also apply with regard to the assigned claims. In addition to us, the purchaser remains authorised to collect the claim. We undertake not to collect the claim as long as the buyer fulfils his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the third-party debtors of the assignment.

9. Warranty and warranty claims of the buyer

9.1

The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected.

9.2

The basis of our liability for defects is above all the agreement reached on the quality of the goods. The product descriptions designated as such (including those of the manufacturer) which were provided to the Buyer prior to his order or which were included in the contract in the same way as these GTC shall be deemed to be an agreement on the quality of the goods. If the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (1) sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

9.3

If the customer acts as an entrepreneur, the seller has the choice of the type of subsequent fulfilment; 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 generally excluded; the limitation period does not begin again if a replacement delivery is made as part of the liability for defects.

Furthermore, for entrepreneurs, the statutory limitation periods for the right of recourse according to § 445b BGB remain unaffected.

The buyer’s claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If the Buyer fails to fulfil the notification obligations stipulated therein, the goods shall be deemed approved.

If a defect is discovered during the inspection or later, we must be notified immediately in writing. The notification shall be deemed immediate if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline.

Irrespective of this obligation to inspect and give notice of defects, the buyer must notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby the timely dispatch of the notification shall also suffice to meet the deadline. If the buyer fails to carry out the proper inspection and/or report defects, our liability for the unreported defect shall be excluded.

If the delivered goods have a material defect, we may choose between remedying the defect or delivering a defect-free item. The choice can only be made by notifying the buyer in text form (also by fax or e-mail) within three working days of notification of the defect.

If the subsequent fulfilment fails or is unreasonable for the Buyer or if we refuse subsequent fulfilment, the Buyer shall be entitled to withdraw from the purchase contract, to reduce the purchase price or to demand compensation for damages or reimbursement of his futile expenses in accordance with the applicable law. The special provisions of the following section of these GTC shall also apply to claims for damages by the Buyer.

We are entitled to make the subsequent fulfilment owed dependent on the buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

The buyer must give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions. We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. However, if the Buyer’s request to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the Buyer.

If the buyer acts as a consumer, the following applies to used goods with the restriction of the following clause: Claims for defects are excluded if the defect only occurs after the expiry of one year from delivery of the goods. Defects that occur within one year of delivery of the goods can be claimed within the statutory limitation period.

Consumers are requested to complain to the deliverer about delivered goods with obvious transport damage and to inform the seller of this. If the buyer fails to do so, this has no effect on his statutory or contractual claims for defects.

9.4

The limitations of liability and shortening of time limits regulated in the above clauses shall 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 fraudulently concealed the defect.

10. Other liability

10.1

Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

10.2

We are liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable: for damages resulting from injury to life, limb or health, for damages resulting from the breach of a material contractual obligation (obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damages.

10.3

The limitations of liability resulting from paragraph 2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Act. The Buyer may only withdraw from or cancel the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of cancellation of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

11. References

11.1

The customer authorises us to name him as a reference customer of lento GmbH & Co. KG in order to draw attention to the joint 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”.

11.2

Any use of the customer’s logo or mention of the customer’s company name for a purpose other than the above shall require the customer’s prior written consent.

11.3

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

12. Notes on Data Processing

12.1

We collect data from the buyer as part of the processing of contracts. In doing so, we comply with the provisions of the European General Data Protection Regulation (GDPR), the German Federal Data Protection Act and the German Teleservices Data Protection Act. Without the buyer’s consent, we will only collect, process or use the buyer’s inventory and usage data insofar as this is necessary for the processing of the contractual relationship and the purposes stated in our privacy policy.

12.2

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

12.3

For the purpose of credit checks, we transmit personal data collected within the scope of this contractual relationship regarding the application, execution and termination of this business relationship as well as data on non-contractual behaviour or fraudulent behaviour to commissioned credit agencies (CRIFBÜRGEL, Creditreform). The legal basis for these transfers is Article 6(1)(b) and Article 6(1)(f) of the GDPR. Transfers on the basis of Article 6(1)(f) GDPR may only take place insofar as this is necessary to safeguard the legitimate interests of our company or third parties and does not outweigh the interests or fundamental rights and freedoms of the data subject that 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 fulfil legal obligations to carry out creditworthiness checks on buyers (Sections 505a and 506 of the German Civil Code). The commissioned credit agencies process the data received and may also use it for the purpose of profiling (scoring) in order to provide their contractual partners in the European Economic Area and Switzerland and, if applicable, other third countries (provided that an adequacy decision of the European Commission exists for these) with information, among other things, to assess the creditworthiness of natural persons.

12.4

In order to process an order, we work together with shipping and payment service providers who support us in whole or in part in the execution 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 processing, insofar as this is necessary for the delivery of the goods.

We pass on your payment data to the commissioned credit institution within the scope of payment processing, insofar as this is necessary for payment processing. If payment service providers are used, we will inform you of this explicitly below. The legal basis for the transfer of data is Art. 6 para. 1 lit. b GDPR.

13. Applicable Law

13.1

Subject to mandatory international private law provisions, the law of the Federal Republic of Germany shall apply to these GTC and all legal relationships between us and the Buyer, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

In the case of consumers, this choice of law shall only apply insofar as the protection afforded by mandatory provisions of the law of the country in which the consumer has his habitual residence is not withdrawn.

13.2

The contract shall remain binding in its remaining parts even if individual points are legally invalid (severability clause).

14. Place of Jurisdiction

14.1

If the Buyer is a merchant within the meaning of Section 1 (1) of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Seller’s place of business. However, we are also entitled to bring an action at the buyer’s general place of jurisdiction.

14.2

If the Buyer is domiciled outside the territory of the Federal Republic of Germany, the Seller’s place of business shall be 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 Buyer’s professional or commercial activity.

15. Alternative dispute resolution

15.1

The EU Commission provides a platform for online dispute resolution on the Internet at the following link:
https://ec.europa.eu/consumers/odr

This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts in which a consumer is involved.

15.2

In accordance with Section 36 of the German Consumer Dispute Resolution Act (VSBG), we hereby declare that we are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

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Contact

lento GmbH & Co. KG
Weidenring 1
07554 Korbußen
Germany

T +49 (0) 36602 510 163
T +49 (0) 151 547 392 22
[email protected]

 

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