General Terms and Conditions (GTC)
LMS Consult GmbH & Co. KG, Gewerbestraße 6, 78086 Brigachtal
Effective as of: April 7, 2026
1. Scope of Application – Customer Groups Served
1.1 These General Terms and Conditions (“GTC”) apply to all contracts, deliveries, and services provided by LMS Consult GmbH & Co. KG (“LMS”) to customers—regardless of whether orders are received in writing, electronically, by telephone, via email, through sales representatives, or via electronic procurement systems.
1.2 LMS supplies exclusively to legal entities, including private-law companies, legal entities under public law (e.g., municipalities, universities, research institutions, government agencies), and special funds under public law.
1.3 LMS does not supply natural persons/private individuals unless they are acting expressly on behalf of and for the account of one of the aforementioned legal entities and can provide proof thereof.
1.4 Any deviating terms and conditions of the customer shall only become part of the contract if LMS expressly agrees to their validity in writing.
2. Contracting Party – Language of the Contract – Governing Law
2.1 The contracting party is LMS Consult GmbH & Co. KG, Gewerbestraße 6, 78086 Brigachtal, Germany.
2.2 The language of the contract is German. Any translations provided are for informational purposes only.
2.3 German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. Conclusion of Contract
3.1 Offers from LMS are subject to change and non-binding unless they are expressly marked as binding.
3.2 A contract is concluded upon order confirmation (in writing is sufficient) or upon delivery of the goods.
3.3 LMS may reject orders, in particular in cases of creditworthiness concerns, lack of proof regarding the customer group (Section 1), and in cases of compliance or sanctions risks.
4. Prices, Terms of Payment
4.1 All prices are net in euros, plus the applicable statutory value-added tax and any transportation, packaging, and insurance costs.
4.2 Terms of Payment: Unless expressly agreed otherwise in the order confirmation, quotation, or other contractual documents, payment shall be made exclusively in advance. LMS will not begin processing the order until full payment has been received.
4.3 Any deviations from these terms require the express written confirmation of LMS. In the absence of such an agreement, payment in advance shall apply automatically.
4.4 Set-off or retention is permitted only with respect to undisputed or legally established claims.
5. Delivery – Place of Performance – Transfer of Risk – Insurance
5.1 Unless otherwise agreed, delivery shall be made in accordance with Incoterms® 2020 FCA Brigachtal (LMS warehouse). The place of performance is Brigachtal.
5.2 Risk passes to the customer upon handover of the goods to the first carrier. If shipment is delayed for reasons attributable to the customer, risk passes to the customer upon notification that the goods are ready for shipment.
5.3 Transport insurance is taken out only at the express request and expense of the customer.
6. Delivery Time – Partial Deliveries – Force Majeure – Offsetting Transactions
6.1 Stated delivery times are non-binding unless expressly confirmed as binding. LMS is entitled to make reasonable partial deliveries.
6.2 Events of force majeure or equivalent events (in particular labor disputes, governmental measures, energy/raw material shortages, transport bottlenecks or obstacles, pandemics/epidemics and measures to combat them, fire/water/machine damage, failure of IT/telecommunications infrastructure, serious supply chain disruptions) shall release LMS from its obligation to perform for the duration and to the extent of the effects. Deadlines shall be extended accordingly.
6.3 If performance becomes permanently impossible as a result of the events listed in Section 6.2, or if the delay lasts longer than 60 calendar days, both parties are entitled to withdraw from the contract with respect to the unfulfilled portion.
6.4 If LMS has entered a corresponding hedging transaction prior to the conclusion of the contract and LMS is not supplied, or is supplied incorrectly or late, by its upstream supplier through no fault of its own, deadlines shall be extended accordingly. In the event of a permanent failure to supply, LMS shall be entitled to withdraw from the contract.
7. Packaging and Disposal
7.1 Delivery is made in the manufacturer’s packaging (if available); LMS will select additional packaging as necessary. Special requests specific to the buyer will be billed separately.
7.2 To the extent permitted by law, the customer is responsible for the disposal of packaging not subject to mandatory recycling programs.
8. Cancellations and Returns (RMA)
8.1 Cancellations of orders require the express consent of LMS. Any costs already incurred (particularly with upstream suppliers) must be reimbursed.
8.2 Returns outside the warranty period are only permitted with prior approval (RMA number). Only goods in perfect condition and suitable for resale in their original packaging will be accepted. A credit note will be issued after inspection. LMS is entitled to charge a reasonable processing fee and, in the case of returns to the manufacturer, to await the manufacturer’s credit note.
9. Retention of Title (Extended) – Security
9.1 The delivered goods remain the property of LMS until all claims arising from the business relationship have been paid in full.
9.2 The customer is entitled to resell the goods in the ordinary course of business. The customer hereby assigns to LMS the resulting claims in the amount of the invoice value of the goods subject to retention of title. LMS accepts the assignment. The customer remains authorized to collect its claim as long as it is not in default of payment and no insolvency event has occurred.
9.3 Pledging or transfer of ownership by way of security of the goods subject to retention of title is prohibited. The customer must immediately inform LMS of any third-party claims and assist LMS in its legal defense.
9.4 The customer is obligated to treat the goods subject to retention of title with due care and to insure them at its own expense at replacement value against fire, water, and theft. The customer hereby assigns to LMS any claims arising from insurance policies in the amount of the final invoice amount.
9.5 If the law of the country of destination requires specific actions on the part of the customer for the retention of title to be effective, the customer must take such actions immediately at their own expense. If a retention of title is not possible, the customer must immediately provide LMS with appropriate, equivalent security.
9.6 LMS agrees to release collateral upon request to the extent that its realizable value exceeds the secured claims by more than 10%. LMS shall determine which collateral is to be released.
10. Warranty – Obligation to Inspect and Give Notice of Defects – Rectification
10.1 The statutory provisions regarding defects apply, subject to the following modifications. The customer must inspect the goods immediately and give written notice of any apparent defects without delay, and of any hidden defects immediately upon discovery (Sections 377, 381 of the German Commercial Code (HGB)).
10.2 LMS is entitled to inspect a reported defect at the site of use or installation. If unauthorized modifications or improper repairs are carried out by the customer or third parties, no claims for defects shall arise in connection therewith or for the resulting consequences.
10.3 LMS shall provide subsequent performance at its own discretion by repair or replacement. LMS may make subsequent performance contingent upon the customer’s payment of the agreed price. The customer is entitled to withhold a reasonable portion of the payment.
10.4 If subsequent performance fails, the customer may demand a price reduction or—in the case of a defect that is not merely minor—withdraw from the contract. Further claims are governed by Section 11.
11. Liability
11.1 LMS shall be liable to the extent required in cases of death, bodily injury, or harm to health, in accordance with the Product Liability Act, in cases of fraud, and when a warranty is provided.
11.2 LMS shall have unlimited liability in cases of willful misconduct and gross negligence. In cases of ordinary negligence, LMS shall be liable only for breaches of material contractual obligations (cardinal obligations). In this case, liability is limited to foreseeable damages typical for this type of contract.
11.3 The foregoing provisions apply to all claims for damages, regardless of the legal basis, and correspondingly to vicarious agents and assistants.
12. Statute of Limitations
12.1 The customer’s claims for material defects and defects of title shall become time-barred within one year from the statutory commencement of the limitation period.
12.2 The shortened limitation period shall not apply to: third-party claims for restitution in rem; defects in goods that were used in accordance with their customary use for a structure and caused its defectiveness; the assumption of a warranty or the procurement risk; fraud; willful misconduct and gross negligence; recourse claims in the sale of consumer goods; injury to life, limb, or health.
13. Sanctions and Export Control Compliance (EU/Germany/Other Jurisdictions) – No Russia/No Belarus
13.1 The customer shall comply with all applicable sanctions, embargo, and export control regulations of the European Union and Germany—in particular Regulation (EU) 2021/821 (Dual-Use Regulation), Regulation (EU) No. 833/2014, and Regulation (EC) No. 765/2006. Furthermore, the customer undertakes to comply with all other applicable export regulations of other jurisdictions (e.g., the U.S.), to the extent relevant to the respective delivery.
13.2 The customer shall not, either directly or indirectly, supply, export, or re-export the goods delivered by LMS to sanctioned countries, to listed or sanctioned persons/organizations, or for prohibited end uses (in particular military, nuclear, chemical weapons, or biological weapons programs, missile and launch vehicle programs, and aviation/aerospace programs in the relevant prohibited areas).
13.3 No Russia/No Belarus: To the extent applicable, any delivery, export, or re-export to Russia and/or Belarus, as well as any use in Russia or Belarus, is prohibited. The customer undertakes to incorporate corresponding contractual prohibitions throughout its supply chain, to maintain appropriate compliance monitoring (including KYC, red flag checks, and sanctions list screening), and to provide LMS with suitable end-use and compliance documentation within 14 calendar days upon request.
13.4 Partner Country Exception: To the extent that Article 12g of Regulation (EU) No. 833/2014 provides for an exception for certain partner countries, this exception applies accordingly (without prejudice to stricter third-country laws).
13.5 Countries typically associated with sanctions evasion: The customer shall immediately inform LMS if a delivery is made directly or indirectly to, or for use in, countries typically associated with sanctions evasion (e.g., CIS states such as Armenia, Kazakhstan, Kyrgyzstan, Uzbekistan, as well as Turkey, the UAE, and China). In such cases, LMS may request additional evidence and suspend deliveries until the matter is clarified.
13.6 If the customer violates Section 13, LMS is entitled to refuse deliveries, withdraw from the contract or terminate it for cause, reclaim goods already delivered, and notify the authorities. Further rights remain unaffected.
14. Privacy Notice
LMS processes the personal data of the customer’s contact persons for the purpose of contract fulfillment and—where necessary—to comply with legal obligations (e.g., sanctions list screening, export control checks). The legal basis for this is Article 6(1)(b), (c), and (f) of the GDPR. Further details can be found in the privacy policy on the company’s website.
15. Place of Performance – Jurisdiction – Choice of Law
15.1 The place of performance for deliveries and payments is Brigachtal.
15.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be—at LMS’s discretion—Villingen-Schwenningen or the customer’s registered office.
15.3 German law applies. Mandatory provisions regarding exclusive jurisdiction remain unaffected.
16. Written Form – Partial Invalidity
16.1 Any amendments to these Terms and Conditions must be made in writing. This also applies to the waiver of this requirement.
16.2 Should individually provisions of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, the valid provision that most closely approximates the economic purpose shall be deemed agreed upon.