Terms & Conditions
General Terms and Conditions of Business
All offers and contracts in respect of deliveries and services from LILALU GmbH shall be based on the following General Terms and Conditions of Business. They shall apply exclusively, shall take precedence over any conflicting terms and conditions of purchase that are not recognized and shall also apply to future business transactions.
If a provision in these General Terms and Conditions of Business is wholly or partially invalid, it shall affect neither the validity of the remaining part nor that of the remaining provisions.
1.1 The offers contained in our catalogues and offer documents as well as on the Internet shall, unless they are expressly designated as binding, always be subject to change, i.e. understood only as an invitation to treat. Orders shall not become binding for us until they have been confirmed by us in writing or performance is rendered.
1.2 Particular properties of the goods to be supplied shall be deemed to have been warranted or guaranteed only if this has been agreed in writing.
1.3 Drawings and other illustrations, samples, models, dimension and weight specifications shall be binding only if we have expressly warranted this in writing.
1.4 Where LILALU GmbH is assigned the delivery of objects according to drawings, samples or models, the Ordering Party shall be responsible for ensuring that the production and delivery of the items by LILALU GmbH does not infringe third-party property rights. The Ordering Party shall indemnify LILALU GmbH against any and all third-party claims on account of alleged infringement of property rights.
1.5 LILALU GmbH shall retain ownership rights and copyrights to drawings and other illustrations, samples or models that have not been provided by the Ordering Party. Neither they nor cost estimates or quotations may be made accessible to third parties by the Ordering Party.
1.6 Requests by the Customer for subsequent changes to, or cancellation of, the order shall always require LILALU GmbH's written consent in order to be valid.
2. Prices and Payment
2.1 Prices shall be exclusive of packaging, freight and other shipping costs as well as the prevailing value-added tax.
2.2 Shipping within Germany: there shall be no minimum order value. Orders up to a value of EUR 500 shall incur a postage and packaging charge of EUR 7.50, while order values above EUR 500 shall be delivered at no extra cost. The Ordering Party can be supplied via direct debit or cash in advance.
2.3 Shipping to countries abroad: postage costs for consignments to countries abroad shall be based on the number of packages (up to a maximum weight of 30 kg per package). Consignments shall be delivered against cash in advance.
2.4 Any assertion of rights of retention or set-off against counterclaims shall be excluded unless the claims have been recognized or legally established.
3. Shipping and Transfer of Risk
3.1 The place of performance for deliveries shall, in principle, be the domicile of LILALU GmbH. Risk shall transfer to the Ordering Party when the delivery is shipped. This shall also apply if partial deliveries are made or free delivery is agreed by LILALU GmbH. LILALU GmbH can insure the consignment against theft, breakage, transport, fire or water damage as well as other insurable risks at the Ordering Party's request and expense.
3.2 LILALU GmbH shall not be liable for transportation delays even if free delivery has been agreed. The Ordering Party shall take receipt of supplied items even if they have minor defects, without prejudice to liability for defects set out in Clause 7.
4. Delivery Period
4.1 Specified delivery dates shall be non-binding and shall be deemed to have been agreed as approximate only. Delivery dates shall be binding only if they are agreed as fixed dates expressly in writing. With regard to shipment of the goods, the delivery date shall be deemed to have been adhered to if the goods are made available to the transporter in a timely manner. LILALU GmbH shall be entitled to make partial deliveries. The delivery period shall commence on submission of the order confirmation or offer by LILALU GmbH, but not before the Ordering Party has supplied the documents, permits and approvals to be furnished and not before any agreed down payment has been received.
4.2 Force majeure, e.g. natural disasters, civil unrest, war, fire, impoundment as well as labor disputes such as strikes or lockouts, shall entitle LILALU GmbH to suspend or postpone the delivery in whole or in part to the extent and for the duration of the hindrance. This shall also apply if such circumstances occur with regard to sub-suppliers.
4.3 If dispatch is delayed at the Ordering Party's request, LILALU GmbH may, once it has provided notification that the goods are ready for dispatch, demand that the Ordering Party pay any costs incurred due to storage but, in any case, at least 0.5% of the invoice amount for each month of the delay or part thereof. LILALU GmbH shall be entitled, after a reasonable deadline has been set and expired without result, to dispose of the delivery item elsewhere.
5.1 Unless a different payment method has been agreed in writing, the invoices raised by LILALU GmbH may be paid by means of cash in advance (prepayment) or direct debit for Germany wide transactions. For countries other than Germany, prepayment is the only option.
5.2 The order confirmation or invoice of LILALU GmbH shall apply to payment deadlines. Payment and account assignment deadlines shall generally commence from the date of LILALU GmbH's invoice. If the Ordering party fails to adhere to the payment deadlines, default interest of 8 percentage points above the base rate shall be charged.
5.3 Deliveries to countries abroad shall be made only against cash in advance.
6. Extended Retention of Title
6.1 LILALU GmbH shall retain title to the delivery items until all payments arising from the delivery contract have been received. If the Ordering Party defaults on payment, LILALU GmbH shall be entitled, once it has issued a reminder and set a deadline, to repossess the delivery items, with the Ordering Party being obliged to surrender them. The repossession or seizure of the delivery items by LILALU GmbH shall not be deemed to be rescission of the Contract unless LILALU GmbH expressly declares this to be the case. In the event of seizures or other interventions by third parties, the Ordering Party shall inform LILALU GmbH without delay.
6.2 The Ordering Party shall be entitled to resell the delivery item in the ordinary course of its business. The Ordering Party shall hereby assign to LILALU GmbH all claims to which it is entitled from the resale to its customers or against third parties. The Ordering Party shall be authorized to collect such receivables even after the assignment. LILALU GmbH shall, however, undertake not to collect the assigned receivables for as long as the Ordering Party complies with its payment obligations. The Ordering Party shall be obliged, vis-à-vis LILALU GmbH, to make known the amount of the assigned receivable and its debtors, make all disclosures required for the collection, surrender the corresponding documents and inform the debtor of the assignment if LILALU GmbH so requires. The collateral to which LILALU GmbH is entitled shall be released to the extent that its value exceeds the value of the receivable to be collateralized by more than 10%.
7. Delivery Defects, Liability
7.1 The Ordering Party shall inspect the goods in terms of completeness and obvious defects immediately upon receipt. The Ordering Party shall provide LILALU GmbH with written notice of obvious defects immediately upon receipt of the goods, but in any case, no later than five calendar days after receipt. LILALU GmbH shall be notified in writing of any hidden defects immediately once they are discovered, but in any case, no later than five calendar days after their discovery. To comply with the notification obligation, the Ordering Party shall broadly specify both the defect and the delivery, providing details of the order number and the delivery time.
7.2 Where there is a defect in the object for sale, the Ordering Party's warranty right shall initially be limited to its being able to demand subsequent performance in the form of repair or delivery of a replacement object without defects within a reasonable deadline. Repair or replacement shall be at the Supplier's expense.
7.3 Unless otherwise provided for in these Terms and Conditions, LILALU GmbH shall provide compensation in all cases of contractual and non-contractual liability solely in accordance with the following provisions: LILALU GmbH shall be fully liable in the event of wilful intent and in the absence of a property that LILALU GmbH has warranted. In the event of gross negligence, LILALU GmbH shall be liable only in the amount of the foreseeable damages that were to be prevented by the violated obligation. In other cases, LILALU GmbH shall be liable only on account of the breach of a material contractual obligation if the contractual purpose is thereby put at risk, but only ever in the amount of the foreseeable damages. The aforementioned limitations on liability shall not apply to liability for personal injuries or to liability under the Produkthaftungsgesetz (German Product Liability Act).
7.4 The limitation period for warranty claims shall be 12 months, calculated from the date on which the goods are delivered. The limitation period for other claims against LILALU GmbH shall likewise be 12 months, with the proviso that the statutory limitation period shall apply to claims arising from intentional liability and in the event of the absence of a warranted property and in the event of liability for personal injuries or under the German Product Liability Act.
8. Advertising Text and Design Sketches
8.1 In the case of orders involving advertising text and design sketches, the requested text and sketches or other illustrations shall be submitted in a clearly legible and identifiable format. LILALU GmbH shall not be liable for incorrect deliveries due to unclear specifications. In the case of design sketches, the sketch submitted by the Ordering Party shall take precedence over other descriptions.
9.1 LILALU products can contain rights of LILALU or third parties, f.ex. trademark or intellectual property rights. The customer is, hence, not allowed to change any product relevant labelling, images, or its nomenclature. Furthermore, it is prohibited to leverage labelling, images or nomenclature of LILALU products and apply them to identical or similar products or any products that stand in competition to LILALU.
These commitments apply regardless if trademark or other commercial property rights on LILALU products actually exist.
9.2 Due to accountability and liability reasons LILALU GmbH exclusively reserves itself the rights to sell its products in the USA and Canada. Thus, customers of LILALU are not allowed to resell LILALU products to customers in the USA or Canada. In case of any violation of this commitment, the customer has to release LILALU of any claims or demands, that confront LILALU with any type of alleged damages in the USA or Canada.
10. Choice of Law and Legal Venue
10.1 The law of the Federal Republic of Germany shall apply exclusively, without giving effect to the United Nations Convention on Contracts for the International Sale of Goods.
10.2 Aachen shall be deemed to have been agreed as the legal venue. LILALU GmbH shall, however, also be entitled to sue the Ordering Party at its court of domicile.
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