for the LIGNA Systems Group – as of February 2025
General information
1.1. These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services between LIGNA Systems, its affiliated companies and its contractual partners within the LIGNA Systems Group. Individual agreements shall take precedence over these GTC, provided they have been made in writing.
1.2. These GTC shall also apply if LIGNA Systems accepts an order without reservation in the knowledge of deviating written or verbal contractual conditions of the contractual partner. Other terms and conditions shall only apply if LIGNA Systems expressly agrees to them in writing. In particular, a reference to the contractual partner’s own GTC, e.g. in order forms or e-mails, is not sufficient to justify their validity.
1.3. Documents, in particular drawings, descriptions of the products as well as technical specifications or models of LIGNA Systems, serve only as sample specifications and are not binding unless they have been expressly marked as binding in writing. Technical advice, empirical values or other information from LIGNA Systems are non-binding and do not constitute a guarantee of quality. LIGNA Systems reserves the right to make minor, technically necessary or production-related changes, provided that they do not significantly impair the purpose of the contract.
1.4. The conclusion of the contract is subject to proper self-supply by upstream suppliers. If LIGNA Systems is not supplied or only partially supplied despite reasonable efforts, LIGNA Systems is entitled to withdraw from the contract. In this case, the customer will be informed immediately. Payments already made will be refunded, further claims of the customer are excluded.
1.5. Deviating or supplementary contractual conditions of the contractual partner shall not be recognized, even if LIGNA Systems does not expressly object to them or repeated cooperation takes place. These shall only apply if LIGNA Systems has expressly agreed to them in writing. A one-off agreement to deviating conditions shall only apply to the respective contract and shall not constitute a claim to future recognition.
1.6. These GTC shall also apply to all future business relationships between LIGNA Systems and the contractual partner without the need for a new express agreement. The Contractual Partner shall be notified of any changes to the GTC in an appropriate manner.
1.7. Individual agreements (including collateral agreements, supplements and amendments) shall take precedence over these GTC. A written contract or written confirmation by LIGNA Systems is required as proof of such agreements. The written form also includes electronic communication (e.g. by e-mail), provided it can be clearly assigned. Amendments or additions must also be made in writing.
1.8. LIGNA Systems is entitled to amend these GTC at any time. The contractual partner shall be notified of amendments in text form (e.g. by e-mail or on the LIGNA Systems website). The amendments shall be deemed to have been agreed if the customer does not object in writing within four weeks of notification. The consent of the contractual partner is required for changes that affect essential contractual obligations (e.g. prices, liability regulations). If no express objection is made within four weeks of notification, the amended GTC shall be deemed accepted upon continuation of the business relationship.
Conclusion of contract
2.1. Conclusion of contract
A contract is concluded by written confirmation of the order by LIGNA Systems. The written form also includes digital confirmations by e-mail or in electronic ordering systems. Silence on an order from the contractual partner shall not be deemed acceptance.
2.2. Offers & Binding nature
Offers from LIGNA Systems are subject to change and non-binding, unless they are expressly marked as binding. We reserve the right to make technical changes or price adjustments if these become necessary due to increased material, wage or transportation costs. A contract shall only come into effect upon written confirmation by LIGNA Systems.
2.3. Changes to delivery items
LIGNA Systems reserves the right to make minor changes to the delivery items ordered, provided that these are technically equivalent or functionally equivalent and do not impair the agreed use. Changes due to legal or official requirements are permitted at any time.
2.4. Commissioning of subcontractors
LIGNA Systems is entitled to pass on the order or parts thereof to subcontractors. The commissioning of a subcontractor does not release the contractual partner from its obligations. LIGNA Systems shall not be liable for errors or delays caused by the subcontractor, provided that LIGNA Systems has selected the subcontractor carefully.
2.5. Termination in the event of default of payment or termination of the contract by the customer
If a due payment is not made and a grace period has expired unsuccessfully, LIGNA Systems may terminate the contract and refuse further performance. LIGNA Systems is entitled to demand the return of goods that have already been delivered but not yet paid for and to claim compensation for expenses already incurred and loss of profit. If the contractual partner terminates the contractual relationship before complete fulfillment for reasons for which it is responsible, LIGNA Systems remains entitled to invoice services already rendered and to claim further damages.
Prices and terms of payment
3.1. All prices are net prices in the agreed currency plus the applicable VAT or other statutory charges.
3.2. Price adjustment in the event of cost increases
If the material, energy or logistics costs or public charges increase by more than 5% after conclusion of the contract, LIGNA Systems reserves the right to adjust the prices accordingly. If more than 4 months elapse between signing the order and delivery of the agreed service and the material prices increase due to circumstances beyond the control of LIGNA Systems, LIGNA Systems is entitled to make a price adjustment. The price adjustment shall be calculated on the basis of the material prices calculated when the order was signed. The price adjustment is limited to the proven increase in material costs.
LIGNA Systems undertakes to inform the contractual partner immediately of any necessary price adjustment. If the price increase is more than 10% of the original material price, the contractual partner has the right to withdraw from the contract in writing within 7 days of notification. Withdrawal is excluded if LIGNA Systems has already started production or procurement of the materials and these can no longer be canceled.
3.3. Payment deadlines
The payment deadlines stated in the order or on the invoice are binding. Payments shall only be deemed to have been made when the full amount has been credited to LIGNA Systems’ account. Bank charges, in particular for international transfers, shall be borne by the contractual partner.
3.4. Cash discount
The deduction of a cash discount requires a separate written agreement. Cash discount deductions without written confirmation from LIGNA Systems shall not be recognized.
3.5. Default interest & compensation
In the event of late payment, LIGNA Systems shall be entitled to charge interest on arrears at a rate of 9% above the prime rate. In addition, reminder fees and collection costs may be claimed.
3.6. Offsetting & right of retention
The customer may only offset undisputed or legally established claims.
Delivery and delivery times
4.1. Delivery times & force majeure
Delivery times are agreed individually. Delays due to force majeure or unforeseeable events shall result in a reasonable extension of the delivery period. Force majeure includes in particular natural disasters, pandemics, official orders, strikes, transportation failures, energy shortages, armed conflicts or other unforeseeable events that are beyond the control of LIGNA Systems. LIGNA Systems shall inform the Customer immediately of any delays that occur.
4.2. Partial deliveries
Partial deliveries are permissible, provided they are reasonable for the Customer. If this is necessary for timely processing, LIGNA Systems may also make partial deliveries without the Customer’s prior consent. Each partial delivery can be invoiced separately. If additional costs are incurred as a result of a partial delivery, these shall be borne by the Customer, unless LIGNA Systems is responsible for the additional costs.
4.3. Impediments to delivery & compensation
If LIGNA Systems is prevented from delivering due to force majeure, material shortages or official orders, the delivery times shall be extended accordingly. If delivery becomes permanently impossible as a result, LIGNA Systems shall be released from its delivery obligation. The Customer shall be informed immediately in such a case. Claims for damages are excluded, unless LIGNA Systems has caused the delay or impossibility intentionally or through gross negligence.
4.4. Material procurement & contract adjustment
If it becomes apparent after conclusion of the contract that the procurement of materials is considerably more difficult for LIGNA Systems due to unforeseeable circumstances (e.g. shortage of raw materials, economic crises), LIGNA Systems may demand an adjustment of the contract. If an adjustment is not possible or economically unreasonable, LIGNA Systems is entitled to withdraw from the contract.
Retention of title & transfer of risk
5.1. LIGNA Systems retains ownership of the delivered goods until full payment of all current and future claims arising from the entire business relationship with the contractual partner. This also applies if individual invoices have already been paid as long as there are still other outstanding claims.
5.2. The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment has been made. The contractual partner must inform LIGNA Systems immediately in writing if an application is made to open insolvency proceedings against its assets or if third parties have access to the LIGNA goods (e.g. seizures). The contractual partner shall bear the costs for measures to defend against such seizures, insofar as he is responsible for them.
5.3. In the event of breach of contract by the contractual partner, in particular in the event of non-payment of due payments, LIGNA Systems shall be entitled to demand the return of the goods on the basis of the retention of title. The contractual partner is obliged to return the goods immediately on request and to allow LIGNA Systems access to its business premises or construction sites to collect the goods. The demand for return does not at the same time include the declaration of withdrawal from the contract, unless LIGNA Systems expressly declares this.
5.4. The processing, mixing or combining of the goods subject to retention of title with other items is always carried out for LIGNA Systems as the manufacturer. If the goods are processed, acquired or mixed with other items not belonging to LIGNA Systems, LIGNA Systems shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. The contractual partner is obliged to store the newly created item for LIGNA Systems and to insure it appropriately.
5.5. Claims of the contractual partner from a resale of the reserved goods are already now assigned to LIGNA Systems in the amount of the invoice amount of the reserved goods by way of security. LIGNA Systems accepts this assignment. The contractual partner remains entitled to collect the claims as long as it properly fulfills its payment obligations. LIGNA Systems can revoke this collection authorization at any time and demand that the contractual partner discloses the assignment.
5.6. If the realizable value of the securities exceeds the claims of LIGNA Systems to be secured by more than 10%, LIGNA Systems shall release securities of its choice at the request of the contractual partner . The choice of the securities to be released is at the discretion of LIGNA Systems.
5.7. In the case of delivery without assembly, the transfer of risk shall take place upon handover to the customer or carrier. In the case of delivery with assembly, the risk is transferred to the customer as soon as the goods are connected to the building. In the case of contracts with consumers (B2C), the risk shall not pass until the goods are handed over to the customer, unless the customer has commissioned the transport himself.
5.8. Packaging, transportation materials and construction material residues shall become the property of the contractual partner upon delivery. The contractual partner shall assume responsibility for their proper disposal or reuse.
5.9. If the contractual partner refuses to accept or dispose of the packaging, transport materials or construction material residues, LIGNA Systems is entitled to carry out the disposal at the expense of the contractual partner.
Liability for defects, limitations of liability and indemnification
6.1. Notification of defects must be made immediately in writing, at the latest within one week of the defect being discovered. The date of posting or demonstrably sent e-mail messages shall be decisive for the timeliness of the complaint.
6.2. Defects have no influence on the agreed payment dates.
6.3. Subsequent performance & withdrawal: If there is a defect in the contractual goods, LIGNA Systems has the choice of subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect, LIGNA Systems shall only bear the expenses up to the amount of the price of the contractual goods. If the rectification of the defect is unreasonable or impossible for LIGNA Systems or requires a disproportionately high effort, LIGNA Systems may grant the contractual partner a credit note in an adjusted amount.
6.4. If the supplementary performance fails, the contractual partner shall be entitled, at his discretion, to demand withdrawal or a reduction in price.
6.5. Limitation of liability: Further claims, such as compensation for work, material, loss of profit, damages for non-performance, etc., are excluded to the extent permitted by law and to the extent permitted by law.
6.6. Exclusions in the event of misconduct on the part of the contractual partner: The warranty is excluded in any case in the event of natural wear and tear and in the event of improper handling, excessive use and negligence on the part of the contractual partner.
6.7. Limitation of liability: LIGNA Systems shall only be obliged to pay compensation in all cases in question in the event of intent and gross negligence. In the event of slight negligence, LIGNA Systems shall only be liable for personal injury. Liability expires 6 months after knowledge of the damage and the damaging party. LIGNA Systems shall not be liable for indirect damage, consequential damage or loss of production (e.. loss of profit, downtime, delays in operations, loss of use, additional costs in the event of construction delays or contractual penalties to third parties), unless these damages are based on intent or gross negligence on the part of LIGNA Systems, its legal representatives or vicarious agents. This limitation of liability does not apply to damages resulting from injury to life, body or health.
6.8. Warranty period: The respective statutory warranty periods shall apply in accordance with the law applicable to the contractual relationship. Any contractually agreed warranty period results from the respective individual contract.
6.9. The contractual partner undertakes to maintain and use the supplied components in accordance with the manufacturer’s specifications. If no documents are available, these can be requested from LIGNA Systems. Omitted or incorrect maintenance may limit or exclude warranty and liability claims
Deadlines
7.1. Interruption of deadlines due to force majeure & unforeseeable events
Delivery deadlines of LIGNA Systems (including fixed deadlines, rectification or replacement deadlines) shall be interrupted in the event of events for which LIGNA Systems is not responsible. This includes in particular events of force majeure (e.g. natural disasters, pandemics, strikes, political unrest), unforeseeable operational disruptions, non-availability of materials, delivery disruptions from suppliers or other circumstances beyond the control of LIGNA Systems. As soon as the respective event ceases to exist, the delivery periods shall start again.
7.2. Requirements for compliance with delivery deadlines
LIGNA Systems shall only be bound to agreed delivery deadlines if the contractual partner fulfills its contractual obligations in full and on time. This includes in particular compliance with the terms of payment, the timely submission of all documents (e.g. approvals, releases) and all on-site cooperation. If these requirements are not met in good time, the delivery period shall be extended by a reasonable period, but at least by the duration of the delay.
7.3. Application to all performance deadlines
The above provisions shall apply accordingly to all other performance deadlines accepted by LIGNA Systems.
Protection of intellectual property, confidentiality
8.1. LIGNA Systems reserves the property rights, copyrights or other industrial property rights to illustrations, drawings, calculations, models and all other documents that LIGNA Systems transmits in business transactions. Without the written consent of LIGNA Systems, these documents may neither be made accessible to third parties nor used outside the business relationship with LIGNA Systems.
8.2. All documents relevant to the above rights must be returned immediately upon request and in the event of non-conclusion or termination of the contract, together with any copies.
8.3. The contractual partner is obliged to treat as strictly confidential all business or trade secrets that become known in the course of the initiation or execution of the contract. This obligation extends to all employees, agents, consultants or other vicarious agents.
8.4. LIGNA Systems is entitled to use reference images and non-confidential technical information from completed projects for marketing and documentation purposes, unless the Customer expressly objects to this in writing.
Place of jurisdiction & applicable law
9.1. The law of the country in which the company of the LIGNA Systems Group has its registered office shall apply to all contractual relationships between LIGNA Systems and the contractual partner, to the exclusion of the respective reference norms of the applicable international private law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
9.2. The following courts shall have exclusive jurisdiction to decide on all disputes arising directly or indirectly from a contractual relationship between the contracting parties concerned : Aachen (DE) for all contracts concluded with LIGNA Systems Deutschland GmbH and for contractual partners based in Germany, Jurisdiction of Bedford (QC, Canada) for all contracts concluded with LIGNA Systems Canada or contractual partners domiciled in Canada, Eupen (BE) for all other contracts concluded.
Final provisions
10.1. Amendments or additions to these GTC must be made in writing; this also applies to the waiver of this written form clause. The written form also includes electronic communication (e.g. by e-mail), provided that it can be clearly assigned and both parties confirm this.
10.2. Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision with a valid provision that comes closest to its economic purpose.
10.3. In the event that these GTC are transmitted in another language, only the German version shall be authoritative in questions of interpretation.
10.4. These GTC apply to all companies of the LIGNA Systems Group, including: LIGNA Systems Holding, Mercatorstrasse 16, 4780 Sankt Vith, LIGNA Parts AG, Mercatorstrasse 16, 4780 Sankt Vith, Belgium, LIGNA Construct PGmbH, Mercatorstrasse 16, 4780 Sankt Vith, Belgium, LIGNA Systems Deutschland GmbH, Nerscheider Weg 170, 52076 Aachen, Germany, LIGNA Systems Luxembourg SARL, Hasselt 1, 9944 Beiler, Luxembourg, LIGNA Systems Inc, 5 ch. Duport, Hatley (Québec) J0B2C0 Canada.
Should the LIGNA Systems Group expand to include further companies, LIGNA Systems shall inform the Contractual Partner of the names of these companies in writing. These General Terms and Conditions shall then also apply automatically in the relationship between these new companies and the contractual partner for future transactions as confirmed and agreed.