Sales Terms and Conditions
1. General Provisions ‐ Contract Formation These Terms and Conditions (T&C) apply to all orders for goods placed with LANCO North America Corp. (referred to as "LANCO") through any means. These terms also govern all deliveries made by LANCO unless expressly agreed otherwise. Any general terms and conditions presented by the Customer are explicitly excluded, and the Customer waives the right to request their application. LANCO's commitment to the Customer becomes effective only upon LANCO's express acceptance of the order by an authorized representative. LANCO reserves the right to decline any order at its discretion. Once LANCO has accepted the order, it becomes binding and final. In case of order cancellation after LANCO's acceptance, LANCO is entitled to claim payment for the full price of the canceled order.
2. Prices, Taxes, and Payment Terms - LANCO's prices are quoted in US Dollars and do not include applicable taxes, which are the responsibility of the Customer at the prevailing rates. The exchange rate risk, if any, remains the Customer's responsibility. For goods linked to a specific currency, any exchange rate fluctuation of more than 2% against the US Dollar, as defined on the order date, will be billed to the Customer. LANCO's prices are EXW Fort Mill, SC unless otherwise specified in writing and are based on cost factors such as the price of goods, raw materials, labor, manufacturing, and transportation, as well as the quantities specified at the time of order acceptance.
Unless otherwise agreed, LANCO's invoices must be settled Net 30. If the Customer fails to collect the goods, LANCO will retain the price already paid. In case of nonpayment of any part of an order, the outstanding amounts, including those from other orders, will become immediately due upon formal notice, with default interest at 3.5 times the current legal interest rate plus a fixed compensation of 40 US Dollars for recovery costs. LANCO reserves the right, during order execution, to request, at the Customer's expense, a payment guarantee to ensure proper fulfillment of financial commitments. In case of partial payment, it will be applied to late penalties, interest, and the most recent claims. LANCO may suspend any ongoing orders if payment is delayed by more than 30 days, with no right to compensation for such suspension.
3. Supply and Reception - Supply timeframes are provided as estimates and will be adhered to as closely as possible. Delays do not constitute grounds for order cancellation. Delays caused by events beyond LANCO's control, including but not limited to raw material shortages, labor disputes, wars, insurrections, political, economic, or security crises (force majeure), will extend delivery timelines or postpone the delivery date. LANCO reserves the right to delay or withhold deliveries if its suppliers fail to meet their commitments. Reception occurs when the goods are available to the Customer. If a reception date or timeframe is specified, nonattendance constitutes unconditional acceptance. The Customer must inspect the goods promptly and report any defects in writing to LANCO within 8 days of receipt. Failure to raise objections within this period deems the goods accepted, and the Customer forfeits the right to make subsequent claims.
4. Shipping, Risk Transfer, and Packaging - LANCO's deliveries are considered in accordance with INCOTERMS EXW ‐ ExWorks. The transfer of risk to the Customer occurs when the goods are made available or are handed over to a designated transport provider, even if LANCO arranges the transport with prior written confirmation. Transportation is at the Customer's risk and expense, and they must ensure the goods are in good condition upon delivery. LANCO reserves the option to insure goods on the Customer's behalf, with additional costs borne by the Customer. Unless specifically otherwise set forth, prices do not include the cost of shipping or freight and any applicable sales, use, transfer, excise or other taxes, tariffs or custom duties; and Buyer will pay for all costs of shipping and freight directly.
The start of the delivery time specified by us requires the clarification of all technical questions. Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. Delivery times are only considered to be approximately agreed, unless we have made a written promise that is expressly stated to be binding. The delivery date promises made orally by vicarious agents require written confirmation to be effective.
5. Delivery - Shipping dates are approximate only, and Seller is not responsible for delays or nonperformance resulting from (a) delays in receipt of final specifications, instructions or other required information from Buyer; (b) changes in specifications; or (c) force majeure, including, without limitation, strikes, labor disturbances, material shortages, nonperformance by subcontractors or suppliers, or other abnormal manufacturing conditions, delays or failures of carriers or communications, fire, flood, storms, accident, riot, war and invasion, governmental requisitions or priorities, acts of God, or other causes beyond Seller’s reasonable control. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF DELAY OR FAILURE TO DELIVER. All shipments hereunder shall be by truck at Seller’s discretion, unless Buyer expressly specifies means of shipment and pays any additional cost thereof. Risk of loss during shipment shall be borne by Buyer.
6. Return policy, Contractual Warranty and Limitation of Liability - Any defects not detected within the 8 - day inspection period must be reported in writing as soon as discovered. Hidden defects must be promptly reported in writing upon discovery. This also applies if the delivery involves goods different from those ordered. Defective goods should not be processed until confirmed by LANCO, and the Customer must grant access for on‐site inspection. LANCO may request the return of the defective goods. In the event of remedying the defect, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, provided that these do not increase as a result of the purchased item being transported to a location other than the place of performance became.
In the event of proven defects, LANCO will replace the goods within 6 months from the order receipt date. This warranty covers only pre‐existing defects and excludes ordinary wear and tear, for which the Customer assumes all risk and responsibility. The Customer expressly accepts that this warranty is the sole applicable warranty, and LANCO excludes any legal warranties, including hidden defects. LANCO's total liability for goods under this agreement is limited to 25% of the price of the goods. LANCO is not liable for any direct or indirect damages, loss of revenue, loss of margin, or other financial losses.
7. Penalty Clause - Customer non‐compliance with these terms, especially regarding payment, results in a penalty equal to 25% of the amount due for goods, without prejudice to late payment interest and damages. LANCO may, at its discretion, terminate ongoing contracts upon payment of this penalty, freeing LANCO from further obligations.
8. Termination - After providing a formal notice via registered mail with acknowledgment of receipt, the Customer has five (5) days to fulfill its contractual obligations. Failure to do so may lead to LANCO's termination of these T&C.
9. Force Majeure - LANCO is not liable for non‐performance due to a case of "force majeure" as defined by legal provisions. In such cases, orders will be suspended until the "force majeure" event is resolved or extinguished. If the contract cannot resume within 30 days, the parties will discuss revising the order. Failure to reach an agreement will lead to automatic termination of the order, without compensation, if initiated by the diligent party. If canceled by the Customer, the Customer must pay for all unpaid goods delivered up to the cancellation date.
10. Reservation of Ownership - Delivered goods remain LANCO's property until all Customer claims are fully paid. The Customer must ensure goods are identifiable, with goods in stock presumed unpaid. Reselling goods before full payment requires LANCO's written authorization. In case of non‐payment on the due date, LANCO may demand the return of delivered goods at the Customer's expense, regardless of ownership. Any received deposits will be retained as damages.
11. Language - These T&C are composed in English. In case of contradictions between versions or translations in languages other than English, the English version prevails.
12. Applicable Law and Jurisdiction - These terms are governed exclusively by North Carolina law, with the parties excluding any other jurisdiction. Any disputes shall be subject to the exclusive jurisdiction of the state and federal courts of North Carolina, as agreed upon by the Customer.