B2B Retailer Terms and Conditions of Trade
These Terms and Conditions govern ordering from LUBA GmbH (LUBA, we, us) including through our website. Please read them carefully as they refer to you, (the customer, the Account Holder) and your rights and liabilities under the law. Please also print and keep a copy of them for your reference.
If you do not agree to these Terms and Conditions, please do not register an account with us. Please note that to use any of the services provided on the luba.de site, you are required to register as an authorised user on the site. LUBA GmbH reserves the right to decline a registration request at its sole discretion.
1. Use of www.luba.de
- i. The luba.de site is provided to you free of charge for your personal use subject to these Terms and Conditions. By using luba.de site you agree to be bound by these Terms and Conditions.
- ii. These Terms and Conditions do not affect your statutory rights. Any questions concerning these Terms and Conditions or issues arising therefrom should be directed to:
Massenheimer Weg 25
61352, Bad Homburg
+49 6172 94800
Registration in the company register.
Registration court: Bad Homburg, Company Registration Number: HRB 2970.
Managing Director: Sebastian Pigge, Ralf Pigge
VAT Number: DE114183187
WEEE Registration Number: DE 49966816
- i. To register a trade account with LUBA GmbH you must be over 18 years of age. You must ensure that the details you provide on registration or at any other time are true, accurate, current and complete in all respects.
- ii. You must inform us immediately of any changes to the information that you provided at the time of your registration by updating your personal details on the site or by contacting LUBA GmbH Customer Support.
- iii. In registering to use the luba.de site you undertake not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use.
- iv. There is a €60 + VAT new trade customer setup fee which is payable before your first order. There is no set-up fee for retailers with less than €1m in annual turnover.
- v. By setting up a trade account with us, you agree that we are not liable for any fees relating to the creation of a new supplier account with you or new product related fees such as new product listing fees, stock replacement fees.
3. Password & security.
- i. When you register to use the luba.de site you will be asked to create a unique password. This password is the account holder password and as account holder you will be liable for all activities and orders that occur or are submitted under this password.
- ii. If luba.de has reason to believe that there is likely to be a breach of security or misuse of the luba.de site, we may require you to change your password or we may suspend your account at our sole discretion.
4. Order confirmation.
- i. Following receipt of your order you will be sent an acknowledgement by email detailing the price of the goods you have ordered and any associated delivery costs to be charged to you.
- ii. At all times our acceptance of an order is subject to our terms and conditions, as stated in our acknowledgement and acceptance emails.
5. Our Rights
We reserve the right to:
- i. Modify or withdraw, temporarily or permanently, our website (or any part thereof) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the website.
- ii. Change the conditions from time to time, and your continued use of the website (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the conditions have been changed. If you do not agree to any change to the conditions then you must immediately stop using the website.
- iii. If your account has been inactive for 13 months or more we reserve the right to make your account dormant.
General Terms and Conditions
6. Prices / Delivery Charges
- i. Prices noted either on our website or in our pricelist are for guidance purposes only and are subject to changes from time to time to reflect changes in LUBA GmbH’s material and/or production costs.
- ii.The company reserves the right to change prices without notice
- iii. They do not include any VAT payable and do not reflect any discount to which a customer may be entitled at our discretion. Unless otherwise expressly stated in writing, all prices are payable in Euros.
- iv. With the exception of items ordered and sold individually by weight (e.g. grains), the price of the goods will be as quoted on the order acknowledgement communication, subject only to any inadvertent technical error for which we will not be liable.
- v. If you subsequently add items to your order, the prices charged will be those applicable to the additional items at the time that the amended order is acknowledged.
- vi. Where a substitute item is offered in place of an item ordered, the price charged for that substitute item (if accepted) will be the price applicable at the time the item is substituted.
- vii. Please note that as promotions are offered for a limited period of time, subsequent amendments to any orders may mean that certain promotions are no longer available.
- viii. Where items are ordered and sold individually by weight, the price of these items will be the price on the date that they are weighed. Although we have an indicative weight guide on the website or via telephone, this is merely to assist your planning and the price you will be charged is the price for the actual weight you receive.
- viiii. We make every effort to ensure that our prices are correct right up to the minute, and we aim to have our prices up to date 100% of the time. However, there may be occasions when there is a delay in updating our web prices. For that reason, prices quoted on the website are for guidance purposes only. With the exception of items ordered and sold individually by weight (e.g. grains), the price you will be charged for the goods will be as quoted in the order acknowledgement email you received after placing the order, subject only to any inadvertent technical error for which we will not be liable.
7. Orders, Additions and Right to Cancel
- i. Unless notified to you when registering, orders must be received no later than midday on the scheduled despatch date to your area.
- ii. Any additions to the order must be received no later than 2pm on the day preceding scheduled despatch.
- iii. You do not have the right to cancel the order at any time after 2pm on the day of your scheduled despatch.
- iv. Should you wish to cancel your order after this time, as detailed in our Terms and Conditions, but prior to the time of delivery, we shall be entitled to charge you in full for an amount equal to the price of the items contained in your order and the cost of delivery.
8. Special Offers and Promotions
- i. From time to time at our sole discretion, purchases of goods may be subject to special offers. In the event that such a special offer applies to your purchase, the terms of such special offer shall be subject to these Terms and Conditions. If there is any conflict between the terms of a special offer and these Terms and Conditions, these Terms and Conditions shall prevail unless specifically excluded.
- ii. We may change the terms of special offers, or withdraw them altogether, at any time and without prior notice.
- iii. We reserve the right to offer different customers different special offers and/or promotions.
9. Delivery/Collection Arrangements
- i. Deliveries will not be available on any days when LUBA GmbH is closed for business. E.g bank holidays.
- ii. Orders for collection are scheduled in agreement with LUBA GmbH and collected at appointed times during normal hours of business. Please note that we operate from multiple warehouses throughout the UK & Europe, so please check your pro-forma invoice for collection address.
- ii. Orders can be dispatched by us via DHL, DHL Express, TNT, DPD or UPS. Insurance per parcel is €500. If your goods are in excess of €500 per parcel, you bear the liability of this excess value. Should you wish to insure the value of a parcel in excess of €500, this would be an additional €15 for insurance per parcel for up to €2500 insured value per parcel.
- iii. If the shipment has not arrived within the normal delivery times (+ 20%), we can submit an inquiry. From 01.10.2020 gold-plated that inquiries are only possible after an extended waiting period, belong to 3 weeks per 1000km as the crow flies from the date of dispatch. Correct investigation by us is not possible due to Covid-19 rights.
- iv. If a shipment has been noted as being “delivered” according to the tracking information, you or your customer think dies is incorrect, this does not have to be done within 7 days and 14 days after the Covid-19 restrictions under point 19 iii.
11. Delivery Restrictions.
- i. Delivery will be available in designated areas through third party carriers.
- ii. We reserve the right to restrict deliveries, and this includes the right to non-delivery to individual customers’ addresses in exceptional circumstances.
- iii. Any time or day quoted by LUBA GmbH for delivery of all or any of the goods is an estimate only. If no dates are specified, delivery shall be within a reasonable time.
- iv. Subject to the other provisions of these conditions we shall not be liable for any direct, indirect or consequential loss (all three of which include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the company’s negligence), nor shall any delay entitle the buyer to terminate or rescind the contract unless such delay exceeds 30 days.
- v. We reserve the right to deliver by instalments and to treat each instalment as a separate and distinct contract.
- i. Delivery will be made to the address specified by you when you register with LUBA GmbH. Unless you specify a different address when asked to confirm the delivery address. Changing your normal delivery address may mean that your delivery day changes.
- ii. Delivery and risk of the goods shall take place at these premises, where the customer shall provide adequate and appropriate equipment and/or labour for unloading the goods at the customer’s liability and expense.
- iii. You can change your delivery address by calling or emailing us and you are obliged to do this if you move so that we can deliver to the correct address.
- iv. Products are offered for sale subject to availability and prevailing market conditions. LUBA GmbH may limit the quantity of goods (especially if these are on a special or promotional offer) supplied to any one customer.
- v. In the event of any goods ordered being out of stock, you will be notified when placing your order, or if ordering online, your order acknowledgement communication will alert you to that possibility. To arrange a substitute item or items, please contact our sales team.
- vi. We will always try to supply you with the full quantities of goods that you have ordered.
- vii. We take special care to endeavour to make deliveries at a time that suits our customers within reasonable operating parameters. If no one is at the appointed address when the delivery is attempted and no contact with the account holder or the account holder’s representative can be made, resulting in non-delivery of the goods, LUBA GmbH reserves the right to charge the account holder in full for the items ordered and for associated transport costs.
- viii. If, for any reason the buyer fails to take delivery of the goods or fails to give the company adequate delivery instructions, documents, licences or authorisations at the time notified by the company, then:-
- ix. Risk in the goods shall pass to the buyer (including for loss or damage caused by the company’s negligence); the goods shall be deemed to have been delivered; and the Company may at its discretion either store the goods and charge the buyer for all related costs and expenses (including without limitation, storage and insurance); or sell the goods at any time at the best price readily obtainable and (after deducting all related costs and expenses) account to the buyer for the excess over the contract price or charge the buyer for any shortfall below the price under the contract.
- x. Please note that in adverse weather conditions or other events beyond our reasonable control it may result in the occasional late or aborted delivery. If that is the case, we will contact you as soon as is practicable in order to reschedule your delivery time and date.
- xi. LUBA GmbH will ordinarily only make deliveries when an appropriate person, who must be aged 18 or above, is available to receive and sign for the delivery. If you instruct us to leave the delivery unattended at a specific address, LUBA GmbH expressly disclaims all liability which may arise by virtue of the delivery being left unattended for any period of time. This includes but is not limited to theft, tampering, contamination and the result of any change in temperature in respect of items which need to be kept chilled or frozen.
13. Risk and Title
- i. Risk to the goods shall pass to the buyer at the time of delivery.
- ii. Notwithstanding the passing of risk at the time of delivery, ownership of and title of the goods shall remain in the company unless and until payment in full has been made to the company for the goods and for all other sums which are or which become due to the company from the buyer on any account.
- iii. Until ownership of the goods has passed to the buyer, the buyer shall;
- iv. Hold the goods on a fiduciary basis as the company’s bailee;
- v. Store the goods and any such new product or products and any goods in a processed condition separately from all other goods and products and properly protect and keep them identifiable as the company’s property; not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
- vi. Maintain the goods in a satisfactory condition and keep them insured on the company’s behalf for their full price against all risks to the reasonable satisfaction of the company. On request the buyer shall promptly produce the policy of insurance to the company.
- vii. The buyer shall grant LUBA GmbH, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the buyer’s right of possession has terminated, to recover them.
14. Methods Of Payment
- i. Please always quote your LUBA GmbH customer number when you contact us.
- ii. Our preferred method of payment is by debit card or bank transfer. We ask for one single payment per invoice – this keeps our admin and card charges down.
- iii. All goods supplied remain the property of LUBA GmbH until they have been paid for. Time for payment shall be of the essence and no payment shall be deemed to have been received until the company has received cleared funds.
- iv. All payments payable to the company under the Contract shall become due immediately on its termination despite any other provision.
- v. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set/off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
- vi. Where payment is made by means of any bill of exchange, cheque or other negotiable instrument, the company shall be deemed not to have received payment for the purposes of this condition unless and until the bill of exchange, cheque or other negotiable instrument shall have been honoured on presentation for payment.
15. Card payments
- i. We can take credit and debit card payments. We don’t accept Diners Club. We may take American Express by special arrangement and at our discretion.
- ii. You can pay for your orders automatically by registering your card with us. You can do this by calling our team on +49 (0) 6172 94800. We will then automatically debit the card after the agreed number of credit days (see account terms and credit agreement terms below).
- iii. We will use a card payments company to store your card data for future transactions and to process payments. They will hold the data until the expiry date of the card and the system is fully PCI compliant (PCI level 1) so your data is secure.
16. Bank transfer
- i. You can find our bank details at the bottom of our invoices.
- ii. We can set up direct debit payments at our discretion.
- iii. We also offer online payment or Paypal at an extra fee.
17. Making a credit claim
- i. If you have an item that is damaged or missing from your order you can call our claims team or email us. Please ensure you have your account number, invoice number and the item number or item code ready.
- ii. If agreed by the claims team we will then process your claim for that item. This will be shown as a credit on your account to be deducted from future payments.
- iii. Any credit can then be automatically deducted from the payment due on your account.
- iv. You can request a returns pad from us which you can use to return items and request credit claims once the driver has left. Usually the credit will be processed within 5 working days.
18. Account terms and credit agreements
- i. Payment for your first order from LUBA GmbH will always need to be made before we despatch the order.
- ii. Most LUBA GmbH customers are set up as pre-payment with a few exceptions where payment is due seven days after invoice date. This means that after seven days you will be liable to pay the full amount of the due invoices on your account. If you require more credit days please contact our credit control team and provide two trade references. We will then follow these up and contact you with proposed credit terms.
- iii. Any discount having been previously agreed may be removed if the payment period falls outside of that agreed.
- iv. The buyer will be responsible for any and all collection costs which may be incurred by the company in the legitimate process of collection of monies due.
- v. Payment shall be made in full within the time agreed for payment between the company and the buyer (‘the due date’). In the absence of written agreement to the contrary, the due date will be the date of delivery. Interest at the annual rate of 8% above EURIBOR will be charged on a daily basis (both before and after judgement) on all monies outstanding after the due date until the date of actual payment. The company reserves the right to claim interest as per the legislation governing the Late Payment of Commercial Debts.
- vi. The company reserves the right to check details supplied by the buyer with a credit reference agency including information from the electoral register and fraud prevention agencies. A record of this search will be kept and the search details and other information which is supplied to the company may be used by the company. This information may also be used for debt tracing and the prevention of money laundering as well as the management of the buyers account. The company may also pass information to financial and other organisations involved in fraud prevention to protect the company and its associates from theft and fraud. For the avoidance of doubt, the company shall at all times comply with the provisions of the legislation governing data protection.
- vii. If you wish to discuss your credit limit you can contact our credit control team.
19. Termination and Suspension
- i. Without prejudice to any rights and remedies available to it, the company shall be entitled, forthwith on written notice to the buyer either to terminate wholly or in part the contract and/or any other contract with the buyer or to withhold performance of all or any of its obligations under the contract (and on the giving of such notice all monies outstanding from the buyer to the company shall become immediately due and payable) if :
- ii. Any sum owing to the company from the buyer on any account whatsoever shall be unpaid after the due date (in which event the company shall have a general lien for any such sum on all and any property of the buyer in its possession);
- iii. The buyer refuses to take delivery of or collect any of the Goods;
- iv. The buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the buyer or notice of intention to appoint an administrator is given by the buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding up of the buyer or for the granting of an administration order in respect of the buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the buyer;
- v. The buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the contract or any other contract between the company and the buyer, or is unable to pay its debts within the meaning the legislation on Insolvency or the buyer ceases to trade;
- vii. The buyer encumbers or in any way charges any of the goods;
- vii. The buyer commits any breach of contract with the company; or
- ix. If, in its absolute discretion the company considers the buyer’s credit status to be unsatisfactory.
20. Defective Orders
- i. The buyer shall carry out a thorough inspection of the goods which are the subject of the contract (‘the goods’) within five working days after their delivery and shall give immediate written notification to the company of any defects, short delivery, loss or damage, which a reasonable examination would have revealed.
- ii. The company must be given an adequate opportunity to inspect and where necessary to re-weigh or re-count.
- iii. Any such notification must be identified by your LUBA GmbH customer account number and include the serial number of the invoice on which the goods were charged together with the product code or codes to which the claim refers.
- iv. Provided that you notify us in accordance with these terms, we will promptly issue you with the appropriate credit note. We will arrange with you for the goods to be returned to us suitably packaged and in a timely manner. Where we have made an error we will endeavour to get the goods to you ASAP.
- v. LUBA GmbH reserves the right to reject claims against orders lodged any later than seven days after the day on which the delivery is made. This is based on the date of delivery date on the third party courier site, including if delivery was made to the wrong address by the courier.
- vi. In any event, our liability will be limited to the price of the goods in question notwithstanding our liability of death or personal injury resulting from our negligence, breach of contract or breach of statutory duty.
- vii. In the event of any notification being given in accordance with the above, and the company in its reasonable opinion considering that there is a case of non-delivery or short delivery, the liability of the company shall be limited to replacing the goods within a reasonable time or issuing a credit note pro rata against any invoice raised for such goods.
- viii. In the absence of notification as above, the company shall not be liable for any non-delivery or short delivery of goods, even if caused by the company’s negligence.
- ix. Should we be unable to settle your claim, you are entitled to submit a complaint via the ODR platform
21. Warranty and Liability
- i. The company warrants that (subject to the other provisions of these conditions) upon delivery and for the period of one month thereafter, the goods shall be of satisfactory quality within the meaning of the legislation surrounding sales of goods.
- ii. The company shall not be liable for a breach of the warranty in section 7.1 unless:
- iii. The buyer gives written notice of the defect to the company within seven days of the time when the buyer discovers or ought to have discovered the defect; and
- iv. The company is given a reasonable opportunity after receiving the notice of examining such goods and the buyer (if asked to do so by the company) returns such goods to the company’s place of business at the company’s cost for the examination to take place there.
- v. The company shall not be liable for a breach of the warranty in condition 7.1 if:
- vi. The buyer makes any further use of such goods after giving such notice; or
- vii. The defect arises because the buyer failed to follow the company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice; or
- viii. The buyer alters or repairs such goods without the written consent of the company.
- ix. Subject to conditions 7.2 and 7.3, the company shall make good at its option by repairing or replacing such Goods (or the defective part) or refunding the price of such goods at the pro rata contract rate.
- x. If the company complies with condition 7.4 it shall have no further liability for a breach of the warranty in condition 7.1 in respect of such goods.
- xi. Where any such defect is due to a fault in any part or ingredient used in the goods and not manufactured by the company, the buyer shall be entitled, as against the company, only to such remedy as the company may be able to obtain against the relevant manufacturer and supplier.
- xii. Nothing in these Terms and Conditions will restrict our liability for death or personal injury resulting from our negligence, breach of contract or breach of statutory duty.
- xiii. Our maximum liability arising out of any order for the supply of goods to you under this contract will be limited to the price of the goods contained in that order.
- xiv. If LUBA GmbH has to conduct a product recall, we will only be liable for the costs of the goods sold.
- xv. We will not be deemed to be in breach of contract or these Terms and Conditions as a result of any delays in our performance or failure to perform our obligations if that delay or failure to perform is due to any cause or circumstance beyond our reasonable control including, but not limited to, fire, flood and other acts of God, strikes, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war, breakdown of equipment, road traffic problems.
22. Limitation of Liability
- i. Subject to previous conditions, the following provisions set out the entire financial liability of the company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the buyer in respect of:
- ii. Any breach of these conditions;
- iii. Any use made or resale by the buyer of any of the goods, or of any product incorporating any of the goods; and
- iv. Any representation, statement or tortuous act or omission including negligence arising under or in connection with the contract.
- v. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the legislation on Sale of Goods) are, to the fullest extent permitted by law, excluded from the contract.
- vi. Nothing in these conditions excludes or limits the liability of the company:
- vii. For death or personal injury caused by the company’s negligence;
- viii. Under the legislation on Consumer Protection;
- ix. For any matter which it would be illegal for the company to exclude or attempt to exclude its liability; or
- x. For fraud or fraudulent misrepresentation.
- xi. Subject to conditions 8.2 and 8.3:
- xii. The company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price; and
- xiii. The company shall not be liable to the buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.
- xiv. Where the goods are sold under a consumer transaction the statutory rights of the buyer are not affected by these conditions.
- i. If any of these Terms and Conditions are held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining Terms and Conditions which will continue to be valid and enforceable to the fullest extent permitted by law.
- ii. All copyright, trademarks and all other intellectual property rights in all material or content supplied as part of LUBA GmbH’s websites shall remain at all times vested in us or our licensors.
- iii. You are permitted to use the material data and content only for your personal use in placing orders through luba.de, and you may not otherwise copy, reproduce, transmit, publish, display, distribute, commercially exploit, use or create derivative works of any material data and content on the luba.de website without LUBA GmbH’s prior written permission. LUBA GmbH may impose a fee on any proposed use of the material data and content contained on its website, other than for placing orders through the luba.de website.
- iv. These Terms and Conditions will be governed by German law and the parties submit to the exclusive jurisdiction of the German courts in relation to any dispute which may arise between them.