Terms & Conditions

1. Scope and contracting party

These Terms and Conditions (Allgemeine Geschäftsbedingungen, AGB) apply to all quotations, contracts of sale, deliveries and services supplied by Lianxin Partners and its group companies (together “Lianxin”, “we”, “us”), unless expressly varied in writing.

Conflicting or additional terms of the customer apply only where we have confirmed them in writing. These terms also apply to all future transactions with the same customer without the need for renewed reference.

Consumers (Verbraucher) within the meaning of section 13 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) and entrepreneurs (Unternehmer, section 14 BGB) are both addressed. Where a provision differs between the two, this is stated expressly.

2. Quotations, orders and formation of contract

Our quotations are subject to confirmation and are non-binding unless expressly stated to be binding or to have a fixed acceptance period. A contract is formed only when we confirm an order in writing (order confirmation, Auftragsbestätigung) or when we begin performance.

Specifications, drawings, tolerances, dimensions and technical data are provided to the best of our knowledge and constitute an agreement on quality (Beschaffenheitsvereinbarung) only where expressly designated as binding. Published values are stated against the test method named beside them.

Where the parties are merchants, our order confirmation governs the content of the contract. Commercial terms such as Incoterms are those stated in the order confirmation, interpreted under the Incoterms in force at the date of the contract.

3. Prices, taxes and payment

Prices are exclusive of statutory value added tax, customs duties and any other levies, unless stated otherwise. For deliveries within Germany, German VAT (Umsatzsteuer) is added at the statutory rate. For intra-EU deliveries to entrepreneurs with a valid VAT identification number, the reverse-charge procedure applies under section 13b of the German Value Added Tax Act (Umsatzsteuergesetz, UStG); the customer must state its VAT ID on the order.

Unless agreed otherwise in writing, invoices are payable net within 30 days of the invoice date without deduction. We may charge default interest at the statutory rate (sections 288, 247 BGB), which for transactions between merchants is 9 percentage points above the base rate. We reserve the right to charge reasonable reminder costs.

We may require advance payment or security where there is reasonable doubt as to the customer's ability to pay. We retain title to delivered goods until all claims under the supply relationship have been paid in full (Eigentumsvorbehalt).

4. Delivery, passing of risk and delays

Delivery periods are indicative unless expressly agreed as binding. Where delivery times are agreed and we are responsible for exceeding them, the customer may set a reasonable extension and withdraw after its expiry; statutory rights remain unaffected.

The risk of accidental loss or deterioration passes to the customer on handover to the carrier, freight forwarder or other person appointed to effect shipment, or, where the customer collects, on collection. This applies equally to partial deliveries.

Events of force majeure and other unforeseeable, unavoidable circumstances beyond our control — including natural disasters, war, sanctions, epidemics, energy or raw material shortages, and lawful industrial action — suspend our delivery obligation for the duration of the impediment and to the extent of its effect. If the impediment lasts more than three months, either party may withdraw as to the affected quantity.

5. Retention of title

Goods remain our property until all present and future claims arising from the business relationship are settled in full. The customer may resell goods in the ordinary course of business; it assigns to us in advance its claims arising from that resale, and we accept the assignment. Where the parties are merchants, this retention of title survives the processing, blending and combination of the goods to the extent permitted by sections 947 to 951 BGB.

6. Warranty and defects (Mängelhaftung)

The customer must inspect goods without undue delay after delivery and notify us of apparent defects in writing immediately; for merchants, sections 377 and following HGB apply, so a defect that is not notified in time is deemed approved. Hidden defects must be notified in writing without undue delay after discovery.

Where goods are defective and the defect was notified in time, we may, at our option, cure the defect or supply a conforming replacement (Nacherfüllung). If remedial performance fails or is unreasonably refused, the customer may reduce the price or withdraw from the contract, and claim damages within the limits below. Statutory rights of consumers under sections 434 and following BGB remain unaffected.

The limitation period for defect claims is 12 months from delivery, except where the law mandates longer (for example, in respect of intentional concealment, injury to life, body or health, or a quality guarantee under section 444 BGB). Consumable materials, adhesives, sealants and potting compounds must be stored, handled and processed strictly in accordance with the current datasheet and processing instructions; we are not liable for defects arising from deviation from these, from an unsuitable substrate, or from the user's own process.

7. Liability

We are liable without limitation for intent and gross negligence, and for injury to life, body or health. For ordinary negligence we are liable only for breach of a material contractual duty (Kardinalpflicht) and limited to the foreseeable damage typical for this type of contract, up to a maximum of the amount invoiced for the defective delivery in the twelve months preceding the event.

We are not liable for loss of profit, loss of production, business interruption or indirect and consequential loss, except where caused by intent or gross negligence or where such loss is a foreseeable consequence of a breach of a material contractual duty.

The above limitations also apply to our employees, workers, staff, agents and vicarious agents. Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

Technical advice, application guidance and simulation results are given to the best of our knowledge but do not relieve the customer of the duty to carry out its own incoming inspection, trials and qualification for the intended application. End-use qualification remains the customer's responsibility.

8. Export control and sanctions

Products, software and technical information may be subject to European Union and national export control law, and to the law of the United States of America, in particular the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). The customer shall comply with all applicable export-control, embargo and sanctions requirements, shall not export, re-export or transfer goods to restricted destinations, persons or end uses, and shall obtain any licence required before shipment. Our obligations are suspended where performance would breach such provisions.

9. Right of withdrawal for consumers (Widerrufsrecht)

This section applies only to consumers. Consumers have the right to withdraw from a distance contract within fourteen (14) days without giving any reason. The withdrawal period begins on the day the goods come into the consumer's physical possession.

To exercise the right, the consumer must inform us by an unequivocal statement, by post or email, of the decision to withdraw. Returning the goods within the period is sufficient to meet the deadline. The consumer bears the direct cost of return.

The right of withdrawal does not exist for contracts for the supply of goods made to the customer's specification or clearly personalised, or goods that are unsuitable for return for reasons of health protection or hygiene, or which have been inseparably mixed with other goods after delivery (section 312g(2) BGB).

10. Governing law and jurisdiction

German law applies, excluding the conflict-of-laws rules and, for merchants, the United Nations Convention on Contracts for the International Sale of Goods (CISG). For consumers, the mandatory consumer protection provisions of the country of their habitual residence remain unaffected.

For merchants, the exclusive place of jurisdiction is the registered seat of the supplying Lianxin entity. We remain entitled to bring proceedings at the customer's general place of jurisdiction. The European Commission provides a platform for online dispute resolution at ec.europa.eu/consumers/odr. We are neither obliged nor willing to participate in consumer arbitration proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle).

11. Place of performance and severability

The place of performance for deliveries and payments is the supplying entity's registered seat, unless agreed otherwise. Should any provision of these terms be or become invalid, the validity of the remaining provisions is unaffected; the invalid provision is replaced by a valid provision that most closely reflects its economic purpose.

12. Contact

Questions about these terms, and any notice required under them, should be sent to info@lianxin.trade or to the registered address of the relevant Lianxin entity shown on our contact page.