LIMO GmbH General Terms and Conditions for Online Sales (GTO)

1. Scope

1.1. LIMO's offerings are directed solely at commercial enterprises. Commercial enterprises are natural or legal persons or partnerships with legal capacity who act in performance of their commercial activities or independent professional occupation when concluding the legal transaction. We hereby exclude all entry into sales contracts with consumers.

1.2. All orders placed by our customers through our web shop are exclusively subject to our terms and conditions for online sales as stipulated below. This shall also apply if the purchaser makes reference to the purchaser’s own terms and conditions in correspondence accompanying the order or confirms the order on the purchaser’s own terms and conditions. All other agreements which we do not explicitly accept in writing shall not be binding upon us.
 

2. Closed system

2.1 Anyone interested in our online offerings must first obtain access to the system in order to use it. We reserve the right to refuse to grant access to the system or withdraw granted access at any time without stating the grounds therefor.

2.2. Customer account
 
In order to be able to access the offerings of the web shop, you must set up a customer account with a valid e-mail address and first answer truthfully and completely the questions we ask about your company. We will make our decision about activating the account based on your information. The manner in which we handle the data you provide is governed by our privacy policy.

2.2.2 You are responsible for all activities in your customer account, regardless of whether said activities are undertaken by you, your employees, your contractors or your representatives.

2.2.3 We are not responsible for any unauthorised access to your customer account, except where this is due to a breach of our obligations. You must notify us immediately if you believe that unauthorized third parties are using your customer account or if your account information is lost or stolen.
 

3. Ordering process

3.1 The presentation of the products in our web shop does not constitute a binding contractual offer. By placing an order with LIMO, the customer makes a binding offer. LIMO reserves the right to decide at its discretion whether to accept this offer.

3.2 The ordering process using the online shopping cart system is as follows:
 
3.2.1 The goods intended for purchase are placed in the "shopping cart". You can access the "shopping cart" and make changes to its contents at any time using the corresponding button in the navigation bar.

3.2.2 After clicking on the "Checkout" button, you will be given the opportunity to select different payment and shipping conditions. Once you have finished, all order data will be displayed again on the order overview page.

3.2.3 If you have chosen an instant payment system (e.g. PayPal) as your payment method, you will either be taken to the order overview page in our online shop or you will first be redirected to the website of the instant payment system provider.

3.2.4 If you are redirected to the respective instant payment system, make the appropriate selection or enter your data there. Once you have finished, you will be taken back to the order overview page in our online shop.

3.2.5 Before submitting your order, you have the option of reviewing all order information once more on our order overview page, changing the information (also using the "Back" function of your internet browser) or cancelling the purchase.

3.2.6 By clicking on the "Complete order" button, you are declaring to us that your order shall be legally binding.

3.3 An order confirmation by e-mail does not mean that the offer has been accepted. The purchase contract shall not come into effect – where LIMO has not provided separate declaration of its acceptance beforehand in exceptional cases – until the goods ordered by the customer have been sent.

3.3 An order confirmation by e-mail does not mean that the offer has been accepted. The purchase contract shall not come into effect – where LIMO has not provided separate declaration of its acceptance beforehand in exceptional cases – until the goods ordered by the customer have been sent.
 

4. Delivery

4.1 As a general rule, we deliver FCA Dortmund in accordance with Incoterms® 2010. The risk of loss or damage to the goods shall pass to the customer when the goods are handed over to the carrier. All other terms of delivery shall require an express agreement. If the goods are sent to the customer or shipped to third parties by direction of the customer, the customer shall bear the transport risk.

4.2 Unless LIMO confirms a specific delivery date in writing in a given case, delivery shall be effected when the ordered goods become available. In this case, any guarantee to deliver the goods within a certain time frame is hereby excluded.

4.3 Delay in delivery shall not be deemed to have occurred in the event of force majeure, riot, disruption of operations, strike or lockout. LIMO shall demonstrate proper care and attention on its part.
 

5. Warranty

5.1 The customer shall inspect the goods immediately (without negligent delay). Complaints about visible defects shall be made in writing to LIMO immediately after delivery. Defect notifications shall be made in writing, and the reported defect shall be described in detail.

5.2 If such a defect becomes apparent at a later time, the written notification must be made immediately after discovery; otherwise the goods shall be deemed to have been accepted, even with regard to these defects. The aforementioned shall not apply if LIMO has fraudulently concealed the defect and/or has issued a corresponding product warranty.

5.3 In the event of defective delivery, the customer shall, at our discretion, be entitled to a rectification of defects or a replacement delivered free of charge (subsequent performance). In this case we shall assume the expenditures necessary for the purpose of subsequent performance (in particular transport, travel, labour and material costs). If the rectification or replacement delivery should also fail, the customer may, at the customer’s discretion, demand a reduction in the purchase price or withdraw from the contract. Withdrawal is hereby excluded if the defect only marginally reduces the purchased item’s value or fitness for use. As a rule, a rectification of defects shall be deemed to have failed after the second unsuccessful attempt.

5.4 Claims for damages are hereby excluded unless LIMO is guilty of intentional or grossly negligent misconduct, or unless liability arises from injury to life, limb or health or from statutory product liability.

5.5 Warranty claims and claims for damages shall lapse one year after delivery of the goods.

5.6 Any warranty shall become null and void if the customer has failed to handle the object of purchase in accordance with the operating instructions, or if the customer regularly maintains and cares for the object of purchase and the defect which has occurred can be attributed thereto. Natural wear and tear shall be excluded from the warranty in all cases.
 

6. Retention of title

6.1 The delivered goods shall remain our property until all our claims arising from the business relationship with the customer have been satisfied in full, even if the individual goods have already been paid for. In the case of an open account, the goods with retained title shall be deemed security for our balance claim.

6.2 Until the transfer of ownership, the customer shall insure the delivery item against theft, breakage, fire, water and other damage. The customer hereby assigns to us any such claims against third parties, in particular insurance companies, due to damage, deterioration, theft or destruction of the goods to which the customer is entitled or which have been acquired by the customer on the basis of statutory regulations or contractual agreements. We hereby accept the assignment.

6.3 The customer may neither pledge the goods with retained title nor assign them by way of security. The customer shall inform us immediately in the event of seizures, confiscations or other dispositions.

6.4 The customer is entitled to sell or further process the goods in the normal course of business in return for appropriate consideration.

6.5 If goods which are still the property of LIMO are processed, LIMO shall acquire co-ownership of the items produced. The extent of this co-ownership results from the ratio of the invoice value of the goods delivered by LIMO to the invoice value of the items produced by the customer. If the customer sells the goods on account, the customer hereby assigns to us the acquired claims against the customer’s buyers. We hereby accept this assignment. The customer shall be authorised to collect the assigned claims provided the customer satisfies the customer’s payment obligation to us in accordance with the contract.

6.6 All other disposals of the goods, in particular pledging, by the customer where the goods are still the property of LIMO shall be prohibited. We shall be notified immediately of any seizures by third parties.

6.7 Until all outstanding debts have been settled by the customer, we shall be entitled to prohibit the resale and further processing of the goods sold subject to retention of title and, without recourse to the courts being necessary, to demand the immediate return of the goods and to take possession of them ourselves as soon as we become aware that the financial circumstances of the customer are deteriorating, e.g. in the event of an application for the opening of insolvency proceedings or composition proceedings, or if the financial circumstances of the customer do not correspond to those ascertained at the time of delivery. For the purpose of taking back the goods, the customer shall grants us the irrevocable right to enter the customer’s shops and warehouses and to take stock of the goods originating from our deliveries.

6.8 If the customer stops making payments before our claims against the customer have been satisfied in accordance with the contract, we shall exercise our right to separate the goods and the assigned claims.

6.9 We undertake to release the security to which we are entitled insofar as the value thereof exceeds the claims to be secured by more than twenty (20) percent.
 

7. Liability

LIMO’s liability shall be limited to the value of the goods ordered, except where intentional or grossly negligent breach of duty has occurred. This shall not include claims arising from culpable injury to life, limb or health by LIMO, its legal representatives or vicarious agents, or to claims under the German Product Liability Act.
 

8. Credit screening

LIMO reserves the right to carry out a credit check for every order and before granting customers access to the system. Further information can be found in our privacy policy.
  9.1 LIMO hereby draws the customer's attention to the fact that European and German foreign trade law applies to the cross-border transfer/export of goods and that individual deliveries may be subject to export control restrictions and prohibitions. This applies in particular to what are referred to as dual-use goods. The relevant legal provisions are Regulation (EC) No. 428/2009 (EC Dual-Use Regulation) and its annexes, the German Foreign Trade and Payments Act (AWG), and the German Foreign Trade and Payments Ordinance (AWV) and its annex (Part I, Sections A and B of the German Export List), as amended from time to time.

9.2 In addition, European and national embargo regulations exist against certain countries and persons, companies and organisations, which regulations can prohibit the supply, provision, transfer, export or sale of goods or make them subject to authorisation.

9.3 The customer undertakes to acknowledge and comply with the European and German export control regulations and embargo regulations, as amended from time to time, in the event of further processing and resale for export.

9.4 The customer undertakes to refrain from selling, exporting, re-exporting, delivering, passing on, or otherwise making accessible the delivered goods, either directly or indirectly, to persons, companies, institutions, organisations or countries where doing so is in violation of European or German export regulations or embargo regulations.

9.5 On request, the customer shall be obliged to provide us with reasonable and complete information about the end use of the goods, in particular to issue End-User Certificates (EUCs) and to send them to us in their original form, in order to enable the verification of the end use and intended use of the goods and to prove said use to the competent export control authority.
 

10. Place of performance, place of jurisdiction, and applicable law

10.1 The exclusive place of performance for both parties to the contract shall be our registered office in D-44319 Dortmund, Germany.

10.2 The exclusive place of jurisdiction for LIMO GmbH shall be Dortmund, Germany. However, we shall be entitled to raise claims at any other legal place of jurisdiction.

10.3 Legal relations with our customers shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the German conflict of law rules (IPR).
 

11. Partial invalidity

Should any provision of these General Terms and Conditions for Online Sales GTO be, in whole or in part, invalid or unenforceable or lose its validity or enforceability at a later date, this shall not affect the validity of the remaining provisions of this GTO or the purchase contract itself. The same shall apply in the event that these provisions contain a gap or omission. The validity of the remaining provisions shall not be affected thereby. The parties undertake to replace the invalid or unenforceable provisions, or to resolve the gap or omission, with a provision that most closely approximates what the parties would have intended or would have wanted in accordance with the spirit and purpose of the contract had they considered the issue when concluding the contract.