General Terms and Conditions of Sale and Delivery

1 General information
All deliveries and services of LIVONDO GmbH are subject to the following terms and conditions. By placing an order, the terms and conditions are recognised. The General Terms and Conditions of LIVONDO GmbH shall also apply to future contracts. Deviations are only effective if they are confirmed in writing by LIVONDO GmbH. LIVONDO GmbH only delivers to commercial companies. By accepting these GTC, the client confirms that he/she is one of them.

2 Offer and conclusion of contract / private label (own brands)
All offers, price lists and illustrations are subject to change and non-binding. A contract is only concluded upon written order confirmation by LIVONDO GmbH. The information listed in the order confirmation for the products to be supplied conclusively defines their specified properties, prices and delivery conditions. Any surpluses of raw materials, packaging materials, labels and components individually assigned to the private label product due to minimum purchase quantities by upstream suppliers, expiry dates or production-related unusability will be invoiced to the client no later than 12 months after the last order. This also applies in the event of a change of packaging materials, raw materials or one of the components of the private label product or after termination of the co-operation. Excess or short quantities of up to 10% of the ordered product quantity cannot be objected to in the case of contract manufacturing. The quantity actually produced and delivered shall be invoiced. On request, these materials will be sent to the client ex works. Unless otherwise agreed, LIVONDO GmbH shall not be liable in any way for the trademark rights of the brand name on the private label products and/or their packaging. The client is solely responsible for the defence of the trademark rights. The client shall indemnify LIVONDO GmbH against any third-party claims in this regard. In connection with private label products, LIVONDO GmbH excludes any liability for instructions given by the client. This liability always lies with the client.

3 Prices / minimum order amount / freight costs
LIVONDO GmbH will invoice the prices stated in the order confirmation on the day of dispatch, unless expressly agreed otherwise. All prices are subject to the statutory VAT applicable at the time within Germany. Within the sales area of Germany, only orders with a minimum order value of € 5,000.00 will be accepted. Delivery is always ex works unless otherwise agreed in writing.

4 Deliveries / delivery time
The delivery dates stated on the order confirmation are not fixed dates, unless otherwise agreed in writing. The client shall have no further claims, in particular claims for damages, if the delivery deadline is exceeded. In the case of larger orders, LIVONDO GmbH is authorised to make partial deliveries. Each partial delivery shall be regarded as fulfilment within the meaning of these terms of delivery and payment. The risk shall be transferred to the client from the date of dispatch if the goods are dispatched correctly by LIVONDO GmbH.

5 Terms of payment
The goods remain the property of LIVONDO GmbH until full payment (receipt of payment) has been made, unless there is an individual agreement which is listed in the order confirmation.

If the goods have not been paid for after the due date, the client shall be in default immediately without the need for a reminder. In this case, he shall pay default interest at a rate of 9% above the current base rate.

In the event of the existence of defects, the client shall have no right of retention unless the delivery is obviously defective. In such a case, the client is only entitled to withhold payment insofar as the amount withheld is in reasonable proportion to the defects and the anticipated costs of subsequent fulfilment. The client is not entitled to assert claims and rights due to defects if he has not made due payments and the amount due is in reasonable proportion to the value of the defective delivery. If the client is in arrears with payment obligations to LIVONDO GmbH, all existing claims shall become due immediately.

6 Liability
LIVONDO GmbH shall be liable in cases of wilful intent or gross negligence in accordance with the statutory provisions. Otherwise, LIVONDO GmbH shall only be liable under the Product Liability Act for injury to life, limb or health, or for culpable breach of material contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical of the contract. The liability of LIVONDO GmbH is also limited in cases of gross negligence to the foreseeable damage typical of the contract if none of the exceptional cases listed in sentence 2 of this paragraph apply. Liability for damage caused by the delivery item to the client’s legal assets, for example damage to other items, is however completely excluded. This shall not apply in cases of intent or gross negligence or in cases of liability for injury to life, limb or health. The provisions of the above paragraphs 1 and 2 extend to compensation for damages in addition to performance and compensation for damages instead of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or from unauthorised action. They also apply to claims for compensation for futile expenditure.

7 Acceptance
The client is obliged to accept the ordered goods and to inspect them upon receipt. If the finished goods are not accepted by the client, LIVONDO GmbH shall be entitled to withdraw from the contract after 14 days, calculated from the date of the first delivery attempt, and to demand additional compensation amounting to 80% of the net purchase price. The same shall apply if the client expressly refuses to accept the goods.

8 Storage
LIVONDO GmbH shall store client-specific materials and packaging materials free of charge for up to 12 months. Beyond this period, storage costs including standard bank interest will be charged to the client.

9 Warranty / Claims for defects
The client must inspect the delivered goods immediately and notify LIVONDO GmbH in writing of any defects without delay (within 3 days). Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality or only insignificant impairment of usability. LIVONDO GmbH is under no circumstances obliged to make a new delivery or production as part of the subsequent fulfilment. If LIVONDO GmbH’s subsequent fulfilment fails, the client shall have the right to reduce the price or, at its discretion, to withdraw from the contract. If the client wishes to demand compensation for damages instead of the service or carry out the rectification itself, the rectification shall only be deemed to have failed after the third unsuccessful attempt. The statutory cases of the dispensability of setting a deadline shall remain unaffected. The limitation period for claims and rights due to defects in the deliveries, irrespective of the legal grounds, is one year. However, this shall not apply in the cases of Section 479, I BGB. The limitation periods in the above paragraph also apply to all claims for damages against LIVONDO GmbH in connection with the defect – irrespective of the legal basis of the claim. The shortened limitation periods shall not apply in the case of intent or in the case of fraudulent concealment of the defect, nor in cases of injury to life, limb, health or freedom, in the case of claims under the Product Liability Act, in the case of a grossly negligent breach of duty or in the case of a breach of material contractual obligations.

10 Retention of title
The delivery item shall remain the property of LIVONDO GmbH until all its claims against the client arising from the business relationship have been fulfilled. In the event of breaches of duty by the client, in particular default in payment, LIVONDO GmbH shall be entitled to demand the return of the delivery item and/or withdraw from the contract, even without setting a deadline. The client undertakes to surrender the goods. A demand for the return of the delivery item does not constitute a declaration of cancellation by LIVONDO GmbH unless this is expressly declared in writing. If the delivery item is resold, the client hereby assigns its claim arising from the sale of the reserved goods to LIVONDO GmbH up to the amount of the outstanding invoice amount.

11 Place of fulfilment, place of jurisdiction
The place of jurisdiction and place of fulfilment for both contractual partners is exclusively Bonn.

12 Final provision / severability clause
The law of the Federal Republic of Germany shall apply exclusively to the contract, even if the goods are delivered abroad.
Should any provision of these General Terms and Conditions be invalid or unenforceable, this shall not affect the validity of the contract and the remaining terms and conditions. The invalid or unenforceable provision shall be replaced by a valid or enforceable provision in accordance with its meaning.

LIVONDO GmbH, Bonn 2024