LENNEZINK®
Der wahrscheinlich weltbeste Korrosionsschutz!

General Terms and Conditions of Sale of LENNEZINK Surface Protection, owned by Fred Hermann Hassel, sole proprietorship
(Effective as of March 1, 2026)

I. Scope of Application
1. Our deliveries are governed exclusively by the individually negotiated contractual agreements and our General Terms and Conditions (GTC). We do not recognize any other general terms and conditions—even in the event of unconditional fulfillment of the delivery—unless we have expressly agreed to their validity in writing. Our GTC apply if we provide the customer with the opportunity to review them no later than at the time of contract conclusion (e.g., by sending them, attaching them, or providing a link to them). A contract is concluded—even in the case of an ongoing business relationship—exclusively on the basis of our GTC. If the customer objects to the inclusion of our GTC, a contract is only concluded if we expressly confirm this in writing.
2. If the customer is already familiar with our General Terms and Conditions, they shall also apply to all future delivery relationships in the case of ongoing business relationships or framework agreements with the customer without further notice until our new General Terms and Conditions take effect.
3. All agreements, in particular ancillary agreements, amendments, or deviations from these terms and conditions, must generally be in writing. “In writing” within the meaning of these General Terms and Conditions includes text form (e.g., email), unless a stricter form is required by law.
4. The purchaser’s guidelines, codes of conduct, logistics, quality, shipping, or other procurement terms and conditions (including those accessible via internet links) shall only become part of the contract if we expressly acknowledge their validity in writing in each individual case, specifying the specific version (date/version). Dynamic references (“currently valid version”) are excluded.


II. Prices
1. Our prices are “ex works” plus the value-added tax applicable on the day of delivery, as well as any customs, freight, packaging, and insurance costs, unless otherwise agreed. We will insure the goods to be shipped only upon request and at the customer’s expense.
2. The weights, quantities, and volumes determined by us shall be decisive for billing purposes unless the recipient objects immediately.
3. Cost increases attributable to rises in raw material, energy, or transportation costs occurring after the conclusion of the contract, or to new legal requirements, entitle us to adjust prices. A price increase shall be deemed approved if the customer continues to place orders or accept deliveries after receiving notice of the increase without objecting in writing within 10 business days.


III. Conclusion of the Contract
1. We provide all forms of advice, whether verbal or written, to the best of our knowledge and based on our experience. Information and details regarding the suitability and use of our products do not relieve the purchaser of the obligation to conduct their own tests and trials. In particular, the purchaser is not relieved of the obligation to verify the suitability of our products for the intended purpose. The use and processing of our products are exclusively the responsibility of the purchaser. This applies in particular to compliance with legal and regulatory requirements when using our products.
2. Our offers are subject to change without notice regarding prices, quantities, delivery times, and availability, unless expressly agreed otherwise.
3. We can accept orders within 5 business days. An order is only considered accepted by us once we have confirmed it in writing or issued a shipping notice or invoice. Orders, as well as telephone and verbal agreements and arrangements with our representatives, must be confirmed by us in writing. Orders should generally be placed in writing; telephone orders are executed at the purchaser’s risk.


IV. Scope of Delivery, Changes, Intellectual Property Rights, Data Protection
1. For production-related reasons, we reserve the right to deliver quantities that are either greater than or less than the agreed order quantity, within the scope customary in the industry, up to a maximum of 10% of the agreed order quantity. Technical changes that prove necessary for production reasons, product maintenance, legal requirements, or other reasons are permitted. If the customer becomes aware of any changes, they must notify us immediately if they deem them unacceptable.
2. For tests in which specific temperatures, times, and other measurement or control values are to apply, the corresponding measurement methods must be established and agreed upon by both parties prior to the start of delivery. If no such agreement is reached, our measurement methods shall apply.
3. Orders based on specifications or other information provided to us shall be executed at the purchaser’s risk. If, as a result of executing such orders, we infringe upon third-party intellectual property rights, the purchaser shall indemnify us against claims by third-party rights holders. The purchaser shall bear any further damages.
4. We are entitled to process data in accordance with the General Data Protection Regulation (GDPR).
5. Any changes to the delivery item, the scope of delivery, the specifications, or the terms of delivery (in particular delivery locations/Incoterms, packaging, or documentation requirements) require an express written agreement. If the customer requests changes, we will assess the impact on price, delivery time, and feasibility and submit an offer. Unless otherwise agreed in writing, the originally agreed scope of services shall remain in effect.
6. An obligation to supply spare parts or to supply over a specific period of time exists only if this has been expressly agreed in writing.


V. Delivery/Shipping, Transfer of Risk, Packaging
1. Our order confirmation shall govern the content and scope of the contract. Partial deliveries are permitted provided they do not result in any significant disadvantages for use.
2. The place of performance for deliveries and services is our respective shipping location (plant or distribution warehouse), unless expressly agreed otherwise.
3. Delivery periods begin at the earliest upon dispatch of the order confirmation and are contingent upon the complete clarification of all technical issues as well as the timely and proper fulfillment of all obligations to cooperate on the part of the purchaser. Delivery periods are approximate; in the event of untimely cooperation, they shall be extended appropriately.
4. Incoterms apply only if they are expressly agreed upon in writing; otherwise, delivery is ex works or ex distribution warehouse.
a) In the case of pickup, the risk of accidental loss and accidental deterioration passes to the purchaser or its agent upon handover of the goods.
b) In the case of shipment, the risk passes to the customer upon handover of the goods to the carrier/freight forwarder (Section 447 of the German Civil Code (BGB)), even if the carrier/freight forwarder is selected and/or commissioned by us.
c) If pickup or shipment is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification that the goods are ready for pickup or shipment.
5. We shall determine the method and route of shipment at our reasonable discretion. Any additional costs resulting from the customer’s specific requests shall be borne by the customer.
6. Unless otherwise agreed, we shall determine the type and extent of the packaging. Disposable packaging becomes the property of the customer and will not be taken back. Packaging/transport containers are intended for transport. Cosmetic defects (e.g., dents, scratches) on containers/packaging do not constitute a defect, provided that the integrity of the packaging, the original closure/seal, and the product quality are not compromised.
7. Damage during transport and packaging: The customer must inspect the goods immediately upon delivery for any externally visible damage (in particular damage to packaging or containers). Visible damage must be noted on the delivery/freight document upon delivery (reservation), documented photographically, and reported to us in writing no later than 48 hours after delivery. If no reservation is made and/or the damage is not reported within the specified time, the purchaser’s rights regarding such transport/packaging damage are excluded. Claims arising from transport damage must be asserted by the purchaser against the carrier/freight forwarder; we shall cooperate to a reasonable extent, provided that information or documents from our side are required for this purpose.
8. Force majeure and operational disruptions through no fault of our own (including labor disputes, shortages of energy or raw materials, governmental measures, disruptions at upstream suppliers, or transportation issues) shall extend delivery times by the duration of the hindrance plus a reasonable start-up period. If delivery is thereby delayed by more than one month, both parties are entitled to withdraw from the contract.
9. Proof of proper delivery shall be deemed to have been provided if (i) the goods have been posted as a goods receipt in the purchaser’s system or (ii) proof of shipment, delivery, or delivery (e.g., delivery receipt/scan/tracking) is available. The purchaser acknowledges that this documentation is sufficient within the meaning of Section 363 of the German Civil Code (BGB), unless the purchaser raises specific, verifiable, and substantiated objections in writing within 7 calendar days of delivery. Objections raised after this period shall be disregarded.


VI. Payment
1. The invoice amount is due and payable in full on the due date. Payment is considered timely only if the funds are available in the account specified by us with a value date on the due date. The purchaser shall be in default 10 days after the due date without further notice from us, provided that payment has not been made. Cash discounts and rebates are granted only by special agreement. A cash discount deduction on new invoices is excluded if older due invoices have not yet been paid. If the purchase price is deferred, partial payments are approved, or the payment term is exceeded, the customer will be charged interest at the standard bank rate—but at least 2% p.a. above the respective base rate pursuant to § 247 BGB—plus sales tax, even without a reminder.
2. We expressly reserve the right to accept bills of exchange or checks. Bills of exchange and checks are accepted only on account of payment and are considered payment only after they have been honored. Discount and bill of exchange charges are borne by the purchaser and are due immediately. The maximum term for bills of exchange is 90 days from the invoice date.
3. Notwithstanding §§ 366, 367 BGB and any contrary provisions of the purchaser, we shall determine which claim is satisfied by the purchaser’s payment. The purchaser hereby waives the right to determine how his payments are to be applied.
4. In the event of late payment, we may charge late payment interest at a rate of 8% per annum above the applicable base rate pursuant to Section 247 of the German Civil Code (BGB), plus value-added tax, and are entitled to withhold further deliveries until all outstanding invoices have been settled. Interest is due immediately. Both we and the customer reserve the right to prove that the actual damage was greater or lesser.
5. Failure to pay due invoices or other circumstances that indicate a significant deterioration in the purchaser’s financial circumstances after the conclusion of the contract entitle us to declare all our claims arising from the same legal relationship immediately due and payable. If there is any doubt regarding the purchaser’s solvency or creditworthiness, we are entitled to demand advance payment or appropriate security for the performance to be rendered by the purchaser. If the purchaser is not willing to make advance payment or provide security, we are entitled, after a reasonable grace period, to withdraw from these contracts and claim damages for non-performance.
6. The customer is only entitled to set-off and retention rights against our claims if the counterclaim is undisputed or has been legally established. The assignment of claims against us requires our consent.


VII. Retention of Title
1. We reserve title to the delivered goods until all claims arising from the existing business relationship with the purchaser—or from the business relationship established by this contract—that have already arisen at the time of conclusion of the contract, as well as all future claims, have been settled. The retention of title shall remain in effect even if individual claims are included in current invoices and the balance has been settled and acknowledged. Claims for the purchase price shall not be deemed extinguished despite payments as long as a liability on a bill of exchange assumed by us in this context—such as in a check-bill of exchange procedure—continues to exist.
2. If the realizable value of the security exceeds our claims by more than 20%, we shall, at the purchaser’s request, release security of our choice to that extent.
3. The purchaser shall carry out processing or mixing on our behalf without this giving rise to any liability on our part. In the event of processing or mixing with other items not belonging to us, the purchaser hereby transfers to us, as security for our claim, co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items, provided that the purchaser holds the new item in safekeeping for us.
4. The purchaser is entitled to dispose of the goods in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with us in a timely manner.
5. The purchaser hereby assigns to us, by way of security, any claims arising from the sale of goods to which we hold title, to the extent of our ownership share in the sold goods. If the purchaser combines or mixes the delivered goods with a third party’s principal item for a fee, the purchaser hereby assigns to us, as security, its claims for payment against the third party up to the amount of the invoice value of the delivered goods. We accept this assignment.
6. At our request, the purchaser must provide us with all necessary information regarding the inventory of goods owned by us and the claims assigned to us, and must notify its customers of the assignment.
7. The purchaser is obligated to store the goods subject to retention of title with due care and to insure them against loss and damage at its own expense. Any security claims arising in the event of damage shall be assigned to us.
8. The customer’s right to dispose of the goods subject to our retention of title and to collect the claims assigned to us shall expire as soon as the customer fails to meet its payment obligations from the proceeds received, suspends payments, and/or a petition for the opening of insolvency proceedings is filed. In such cases, as well as in the event of any other breach of contract by the purchaser, we are entitled to take back the goods delivered under retention of title. Our taking back or seizing of the goods does not constitute a withdrawal from the contract, unless we expressly confirm this in writing. We are authorized to dispose of the goods; the proceeds of such disposal shall be applied against the purchaser’s liabilities, less reasonable disposal costs. The purchaser hereby agrees that the persons commissioned by us to collect the goods subject to retention of title may, for this purpose,
enter or drive onto the property or building on or in which the goods subject to retention of title are located in order to take possession of the goods. 9. If the retention of title is not valid under the law of the country in which the delivered goods are located, the customer must provide equivalent security at our request. If the customer fails to comply with this request, we may demand immediate payment of all outstanding invoices, regardless of any agreed payment terms.


VIII. Rights in Case of Defects, Quality, Limitation Periods
1. Distinction Between Transport and Packaging: Section V.7 applies exclusively to damage caused during transport and packaging. In all other cases, we must be notified in writing of any apparent material defects, incorrect deliveries, and quantity discrepancies immediately, but no later than 14 calendar days after receipt of the goods. Hidden defects must be reported to us in writing within 7 calendar days of their discovery. The burden of proof that a hidden defect exists rests with the purchaser.
2. The purchaser must verify—if necessary by means of a test application—whether the delivered goods are suitable for the intended use. This applies in particular if thinners, hardeners, topcoats, or other components are mixed in or used together with our products that were not purchased from us.
3. In the case of commercial transactions between the parties, Sections 377 and 381 of the German Commercial Code (HGB) shall apply in addition. If the goods are not inspected and/or a complaint is not filed without delay, claims for defects are excluded.
4. Claims for defects:
a) The purchaser’s claims for defects are limited to the right to subsequent performance. If subsequent performance fails, the purchaser is entitled, at his discretion, to reduce the purchase price or to withdraw from the contract. In the event of subsequent performance, we are obligated to bear all expenses necessary for the purpose of subsequent performance, in particular transportation, travel, labor, and material costs, provided that these are not increased by the fact that the goods were moved to a location other than the place of delivery, unless such movement corresponds to their intended use.
b) To the extent that the claims for defects constitute a recourse claim by the purchaser within the meaning of § 478 BGB, the recourse claims based on the provisions governing the sale of consumer goods shall apply without prejudice to the preceding paragraph. The purchaser must notify us immediately upon becoming aware of any recourse claim arising in the supply chain.
5. Our product description shall be decisive regarding the quality of the goods. Furthermore, claims for defects shall not arise in the event of only minor deviations from the agreed quality. Public statements, promotional claims, or advertising by the manufacturer do not constitute a contractual specification of quality. The customer receives no guarantees in the legal sense. Cosmetic defects in packaging or containers that do not result in leakage or compromise the original closure, seal, tightness, or product quality do not constitute a material defect.
6. The statute of limitations for claims and rights arising from defects is one year. This period does not apply in the cases specified in § 438(1)(2) of the German Civil Code (BGB), § 438(1)(1) BGB, § 479(1) BGB, or § 634a(1)(2) BGB.
7. The limitation periods also apply to all claims for damages against us that are related to the defect.
8. The limitation periods do not apply in cases of intent, fraudulent concealment of the defect, damages resulting from injury to life, limb, or health, or under the Product Liability Act.
9. The statute of limitations for claims for defects is suspended by a request for subsequent performance and its execution pursuant to § 203 BGB.
10. The foregoing provisions do not entail a shift in the burden of proof to the detriment of the purchaser.
11. Unless expressly provided otherwise, the statutory provisions regarding the commencement of the limitation period, the suspension of the limitation period, the interruption of the limitation period, and the restart of limitation periods remain unaffected.
12. Objections to invoice amounts, price components, or other commercial parameters must be raised in writing within 14 days of receipt. Upon expiration of this period, the invoiced items shall be deemed approved.


IX. Liability
1. In cases of intentional misconduct or gross negligence, our liability is governed by statutory provisions. Otherwise, we are liable only under the Product Liability Act or in the event of injury to life, limb, or health, or breach of material contractual obligations. In cases of slightly negligent breach of material contractual obligations, our liability is limited to foreseeable damage typical for this type of contract.
2. Our liability for indirect damages, in particular lost profits or loss of production, is excluded unless we have acted with intent or gross negligence.
3. The foregoing provisions also apply to our legal representatives, vicarious agents, and employees.
X. Place of Jurisdiction and Place of Performance
1. The place of performance for all obligations arising from the business relationship or from the individual contract is our respective shipping location; for payment, it is our registered office.
2. The place of jurisdiction shall be, at our discretion, our registered office or the general place of jurisdiction of the purchaser. This also applies to disputes arising from proceedings concerning documents, bills of exchange, or checks.
3. The contractual relationships with our customers are governed exclusively by the laws of the Federal Republic of Germany. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG – Vienna Sales Convention) is excluded.
4. Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provision that most closely approximates the economic purpose of the invalid provision.


Plettenberg, March 1, 2026
LENNEZINK Oberflächenschutz Inh. Fred Hermann Hassel e. K.


 
 
 
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