Menü
Unless otherwise stated, the terms are abbreviated as follows in the following General Terms and Conditions:
Lights 4 Europe GmbH & Co. KG: hereinafter also referred to as contractor, seller.
Customer: hereinafter also referred to as contractual partner, client.
Order/contract: the contractual terms agreed between both parties.
These General Terms and Conditions shall apply exclusively to all business, legal or other relationships with our contractual partners (customers), insofar as we have referred to them when concluding the contract. The General Terms and Conditions shall apply to all goods irrespective of whether they are produced by us or purchased. We do not recognize conflicting or deviating terms and conditions even if we have not expressly objected to them. This also applies to letters of confirmation from the customer or comparable declarations, measures or actions if the validity of other general terms and conditions is to be inferred from them. The General Terms and Conditions shall also apply to all other contracts concluded with the Buyer. Deviations shall only apply in written form with the legally binding signature of the seller.
If the contractual partner is not a customer, our General Terms and Conditions of Purchase shall apply. Our sales partners are also deemed to be purchasers.
3.1
Our offers are subject to change and are valid in whatever form for two months from the date of the offer. (Prior sale possible). Offers may remain valid after expiry of the offer period if the seller so wishes.
3.2
An order shall only be deemed to have been accepted once we have confirmed it in writing. Verbal collateral agreements shall only bind us if their content has become the subject of an express written confirmation drawn up by us.
3.3
Partial deliveries are permissible insofar as they are reasonable for the customer. If points are to be observed in this respect, the customer must expressly point this out in writing before conclusion of the contract, as otherwise he cannot invoke this.
3.4
We reserve the right to make reasonable changes in design, technology, shape, color and/or weight.
3.5
The seller reserves the right to refuse an order without giving reasons.
3.6
The seller reserves the right to charge any costs incurred in the event of cancellation by the customer. Cancellation must be made in writing.
3.7
The seller is free to send receipts in electronic form.
4.1
Our prices are ex works plus the applicable statutory value added tax. Freight, transportation, packaging, storage costs, customs clearance, document preparation costs, assembly, commissioning or shipment are always the responsibility of the customer at his own expense.
4.2
Our prices are based on the cost factors applicable at the time of submission of the offer or our order confirmation. If these change between the time of conclusion of the contract and the time of delivery of the goods, we shall be entitled to change the price in a reasonable proportion to the increased costs if the delivery is to be made later than 4 months after the conclusion of the contract.
4.3
The seller is entitled to charge administration costs for small orders. The minimum order value is € 100 net plus the legally applicable VAT. Communicated offer prices are not binding for the seller if the buyer only accepts a smaller quantity of the offer.
4.4
All payments are due immediately upon invoicing and must be made within 14 days of receipt of our invoice at the latest. Discounts shall only apply if they have been expressly agreed in writing upon conclusion of the contract.
If the agreed payment terms are exceeded, the customer shall pay interest on the invoice amount at nine percentage points above the respective base interest rate and a reimbursement of costs of EUR 5.00 for each reminder; in the event of a monetary claim against the contractual partner, the collection fees incurred for this shall be borne by the contractual partner. This does not exclude the assertion of higher interest or further damages on other legal grounds. If there are justified concerns about the receipt of the payment, the seller is entitled to process the payment by prepayment invoice. Payment in advance can also be used for first orders or orders from abroad.
4.5
The customer may only offset claims that are undisputed or have been legally established and are based on the same contractual relationship. The same shall apply mutatis mutandis to rights to refuse performance or other rights of retention.
4.6
If changes occur in the financial circumstances of our customer after the submission of our offer or after the sending of our order confirmation which are likely to call into question the fulfillment of his payment obligations, we shall be entitled to withhold the delivery or to make it dependent on the prior provision of appropriate security. If our customer does not comply with a request to provide security within a reasonable period, we shall be entitled to withdraw from the contract; in this case we shall be entitled to demand the price agreed for the order less the expenses saved as a result of the withdrawal. This shall not exclude the right to claim further damages.
4.7
If additional costs are incurred due to the size, length, nature or weight of the delivery, such as overweight, excess length or customized palletization of the goods, these shall be borne by the buyer.
5.1
The objects of our deliveries (goods subject to retention of title) shall remain our property until all our claims against the customer arising from the business relationship have been fulfilled. The customer is obliged to store these goods subject to retention of title separately until our invoice has been settled in full, insofar as this does not contradict the contractual agreements.
If the value of all security interests to which we are entitled exceeds the amount of all secured claims by more than 10%, we shall release a corresponding part of the security interests at the request of the customer; the supplier shall be entitled to choose between different security interests for the release.
5.2
During the existence of the retention of title, the customer is prohibited from reselling, pledging or assigning the goods subject to retention of title as security without our consent. Consent shall be granted if all claims against the purchaser are assigned to us by way of security, there are no prior assignments of these claims to third parties and, on a rough assessment, there is no risk for us of successfully realizing our claims against the purchaser and/or the purchaser.
In the event of seizure, confiscation or other dispositions or interventions by third parties, the purchaser must inform the supplier immediately.
5.3
In the event of breaches of duty by the customer, in particular default in payment, we shall be entitled to withdraw from the contract in addition to taking back the goods after the unsuccessful expiry of a reasonable deadline set for the customer; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer shall be obliged to surrender the goods without being entitled to invoke a disturbance of possession against us.
The taking back or assertion of the retention of title or the seizure of the reserved goods by us shall not constitute a withdrawal from the contract unless the supplier has expressly declared this.
6.1
If the buyer is shown a sample, model or illustration, these are only intended for general illustration and presentation of the product. The Seller reserves the right to modify or adapt the product within reasonable limits unless the goods to be delivered have been agreed in advance in writing between the Seller and the Buyer with regard to an illustration or other product features. Likewise, dimensions, weight, descriptions or data sheets only serve to provide a general idea of the goods.
6.2
Should the buyer request sample lights or other samples for test purposes, this shall only apply for a test period of a maximum of 30 days. The buyer shall ensure that the goods and their packaging are handled with care. Damage, loss of value and expenses for repairing the goods to restore them to a saleable condition shall be charged to the contractual partner. The goods must be returned to the seller in their original packaging.
6.3
If the sample light is not accepted after the test phase, the buyer is responsible for returning the samples to the seller’s home address.
7.1
The delivery periods and dates stated by us are only approximate unless we have expressly confirmed binding delivery periods or dates in writing. We accept no liability whatsoever for delays caused by pandemics, war, strikes, piracy, environmental disasters or other circumstances beyond our control.
7.2
Compliance with deadlines for deliveries requires the timely receipt of all documents to be supplied by the customer, necessary approvals and releases, in particular of plans and technical documents, as well as compliance with the agreed terms of payment and other contractual obligations by the customer. If these prerequisites are not fulfilled in good time, the deadlines shall be extended accordingly; this shall not apply if we are responsible for the delay.
7.3
If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, pandemics, riots or similar events, e.g. strike, lockout, the deadlines shall be extended accordingly. The same applies if we are not supplied on time or properly by our suppliers.
7.4
In the event of a delay in delivery for which we are responsible, the customer is obliged to set us a reasonable grace period. If this occurs and we fail to meet this deadline for reasons for which we are responsible, our customer shall be entitled to withdraw from the contract. If deliveries are lost in transit by post, parcel or forwarding agent, the seller must be granted an appropriate period of grace for research and subsequent delivery. Further claims for damages are excluded – insofar as permissible. If the delay is due to delays on the part of our suppliers, we can refer the purchaser to liquidate his damages with this third party by assigning the claims to which we are entitled in this respect.
7.5
Goods are delivered to the first floor of the project as far as it is accessible via paved roads.
7.6
If deliveries cannot be carried out by the forwarding agent or parcel service due to incorrect address details not caused by us or absence of the buyer during his business hours, the buyer shall bear the costs incurred. If the parcel service, the employee or the forwarding agent can prove delivery by signature or shipment tracking, we are not obliged to replace the goods in the event of loss. This also does not apply if the signature of acceptance cannot be attributed to an employee of the buyer. The buyer bears the shipping risk in any case.
8.1
The risk shall pass to the customer if we have stored the reserved goods for shipment, freight or transportation separately from our other goods ex works. Any assumption of freight, transportation or shipment shall not change this. The customer’s claims for damage caused by freight, transportation or shipment shall be limited to the liability claims against the forwarding agent commissioned with this.
8.2
The customer is obliged to accept our goods. He may not refuse to accept deliveries due to insignificant defects. If the goods are rejected without justification or due to an insignificant defect, the purchaser shall bear the additional costs. Any unopposed use of the ordered service shall be deemed to be unconditional acceptance.
8.3
If the customer claims transport damage for which we are responsible, the customer must immediately document the damage in the presence of the forwarding agent and make it available to us in full. This also includes a note on the carrier’s shipping documents. If transport damage is not reported to Lights immediately, we cannot accept any liability for the damage.
9.1
The warranty period is 36 months. It begins with the acceptance of the ordered service. The guarantee and warranty conditions can be found in the instructions for use and installation of the respective product.
Any liability is limited to the extent of our liability insurance, insofar as this is permissible. We are not obliged to maintain liability insurance that covers more than standard market liability risks. If the customer wishes to have higher insurance cover, he shall be responsible for procuring this at his own expense. If he fails to do so, he shall bear all resulting coverage disadvantages alone.
9.2
We shall be liable for material defects as follows:
All those parts or services which have a proven material defect shall, at the discretion of the supplier, be repaired, replaced or provided again free of charge within the warranty period, provided that the cause of the defect already existed at the time of acceptance but was unknown at that time and we are responsible for the material defect.
Liability in the event of misuse or incorrect use of the delivery item by the customer or third parties such as electricians or plumbers is excluded. The same applies to indirect, indirect or consequential damages of the customer due to loss of production, business interruption or loss of profit. Liability for wearing parts during the warranty period is at the discretion of the seller. A list of wearing parts can be found in the operating instructions. If installation, programming or use is carried out by untrained personnel, this does not constitute grounds for liability on the part of the seller. Installation or use may only be carried out by trained specialist personnel. If work is carried out by untrained personnel despite our advice, we will not accept any liability for damage of any kind. The data sheets of the respective power supply manufacturers must also be observed. If these are not available, the seller will provide the data.
9.3
In the event of a warranty claim, claims for subsequent performance shall become time-barred 12 months after the start of the statutory limitation period. The same applies to withdrawal and reduction. This period shall not apply if the law prescribes longer periods in accordance with §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (right of recourse) and 634a para. 1 no. 2 (building defects) BGB and in the event of intent, fraudulent concealment of the defect and non-compliance with a quality guarantee. The statutory provisions on suspension of expiry, suspension and recommencement of the time limits remain unaffected.
9.4
Notification of defects by the customer must be made immediately in writing. If this is not done, § 377 HGB applies accordingly.
9.5
In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted and there is no doubt as to its justification.
The customer shall have no right of retention if his claims for defects are time-barred. If the notice of defects is unjustified, we shall be entitled to be reimbursed by the customer for the expenses incurred by us as a result of or in connection with the notice of defects.
9.6
We are to be granted the opportunity for subsequent performance within a reasonable period. Any usual delivery times of upstream suppliers or the usual production and delivery times shall be taken into account when determining the reasonable period.
9.7
Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, deviations in light planning and light calculations, light color, wattage, amortization calculation and lumen output up to +/- ten percent. Furthermore, there shall be no claims for defects in the event of printing and typing errors, only minor impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract, or in the event of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.
9.8
Claims on the part of the customer for replacement costs for assembly and disassembly required for the purpose of subsequent performance, expenses, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been moved to a location other than the customer’s branch office, unless this relocation corresponds to its intended use.
9.9
Recourse claims of the purchaser against us in accordance with § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the statutory claims for defects.
9.10
Claims for damages by the purchaser due to a material defect are – as far as permissible – excluded. In particular, there shall be no claims for damages if no adequate functional and product testing has been carried out by the Purchaser or its customers prior to installation or use of the order.
The aforementioned restriction shall not apply in the event of fraudulent concealment of the defect, non-compliance with a guarantee of quality, injury to life, limb, health or freedom and in the event of an intentional or grossly negligent breach of duty by the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Further claims of the Purchaser due to a material defect are excluded.
A maximum limitation period of twelve months from acceptance shall apply to any claims for damages. Mere product specifications do not constitute a quality agreement.
In the event of liability, we must be granted a reasonable period of time to rectify the proven defect. If the rectification of defects fails despite repeated attempts at rectification, the customer may have the defect rectified at our expense or reduce the agreed remuneration appropriately, insofar as he suffers a mercantile reduction in value in relation to the defective delivered service due to the defect. Further claims are excluded.
9.11
The buyer is obliged to inform the seller in advance of any abnormal environments in his area of application. This includes temperatures, gases, acids, aerosols, vapors, dusts and suspended matter or other chemical substances that could influence the product. If the customer fails to do so, the seller shall also not be liable.
9.12
The seller may call in third parties to clarify the situation. These may be, for example, specialists from the individual component manufacturers or electrical specialists. The distribution of costs must always be agreed in advance.
10.1
The Seller shall execute the order to the best of its knowledge and belief and in accordance with the requirements of professional skill; in each case on the basis of the current state of the art in Germany.
10.2
The seller shall determine the type of execution of the contract unless the parties have expressly agreed otherwise in writing.
10.3
The seller is not liable for damages of any kind arising from incorrect or incomplete information provided by the contractual partner.
10.4
The seller is entitled to have work carried out by third parties if this is necessary for the fulfillment of the contract. The seller reserves the right, in consultation with the buyer, to arrange or pass on an installation transaction directly to a third party. No liability or claims shall arise for the seller in the event of mediation or forwarding.
10.5
If the buyer reserves the right to supply or execute certain materials or work himself, the buyer himself shall be liable in the event of late delivery or improper execution.
10.6
The Other Party is responsible for ensuring that all information and authorizations that the Seller deems necessary or of which the Other Party should reasonably be aware for the performance of the Agreement are provided to the Seller in good time. If the information and approvals required for the execution of the agreement are not provided to the seller in good time, the seller is entitled to suspend the execution of the agreement or to charge the additional costs arising from the delay to the other party in accordance with the customary commercial rates.
10.7
If the start or progress of the work is delayed due to factors for which the contractual partner is responsible, the resulting damages and costs incurred by the seller shall be borne by the contractual partner. The contractual partner is responsible for clearing and preparing the installation.
10.8
If work is carried out by the seller or third parties commissioned by the seller within the scope of the order at the location of the contractual partner or a location designated by the contractual partner, the facilities or aids required by the employees within the scope of reasonable discretion shall be provided by the contractual partner free of charge.
10.9
The contractual partner shall ensure that the following is available to the seller: a) the building in which the work is to be carried out, including paved floors and suitable for mobile work platforms or lifting platforms b) sufficient facilities for the delivery and removal of materials and aids via paved paths c) connection facilities for equipment and machines d) storage facilities for the strip lighting and spotlights in the installation premises e) assumption and provision of operating costs such as electricity and fuel.
10.10
Installation only includes mounting the lights.
10.11
Photometric calculations are non-binding; all specifications are to be understood as approximate. Plus and minus tolerances due to unknown factors, such as lamp and reflection tolerances, must be taken into account by the contractual partner.
10.12
The other party shall indemnify the seller against any claims by third parties who suffer damage in connection with the execution of the agreement that was culpably caused by the other party. If it becomes apparent during the execution of the agreement that a change or addition to the work to be carried out is necessary for the proper execution of the agreement, the parties shall amend the agreement accordingly in good time and by mutual agreement.
11.1
The customer warrants that the manufacture and sale of goods which we produce and supply in accordance with our customer’s/orderer’s specifications, in particular drawings, samples or models, do not infringe any third-party property rights.
11.2
Insofar as a third party prohibits us from manufacturing or delivering goods or services manufactured according to the customer’s specifications by invoking an alleged property right belonging to it, we shall be entitled to withdraw from the contract without being obliged to examine the legal situation, to the exclusion of all claims of the customer. In this case, we shall be entitled to demand the agreed price less the expenses saved as a result of the withdrawal. This shall not exclude any further claims.
If a third party prohibits us from manufacturing or supplying goods or services manufactured according to our customer’s specifications by invoking an alleged property right belonging to him, our customer shall compensate us for all direct and indirect damages and indemnify us against all direct and indirect claims for damages by third parties without us being obliged to examine the legal situation. At our request, our customer shall provide appropriate security within a reasonable period of time.
11.3
All documents and information provided in connection with the contract must be treated confidentially by the customer or recipient and require our prior written consent for use and exploitation outside the subject matter of the contract. This shall also apply after termination of the contractual relationship.
We reserve the copyright to all documents created, e.g. elaborations, drawings, calculations, programs, tables and diagrams.
11.4
If the customer receives drawings, ideas, solutions or planning proposals from Lights free of charge, these nevertheless remain the intellectual property of the seller. The buyer or interested party is not entitled to pass this data on to third parties without the prior consent of the seller. Alternatively, the buyer or interested party may purchase these data, ideas, lighting plans or proposed solutions for a reasonable market price. The sale of this data is at the discretion of the seller.
12.1
If delivery is impossible, the customer shall be entitled to claim damages, unless we are not responsible for the impossibility. However, the customer’s claim for damages shall be limited to 10 % of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This limitation shall not apply in cases of mandatory liability based on intent, gross negligence or injury to life, body or health; this does not imply a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.
12.2
If unforeseeable events significantly change the economic significance or the content of the delivery or have a significant impact on our business, the contract shall be adjusted appropriately in good faith. If this is not economically justifiable, we shall have the right to withdraw from the contract.
13.1
Claims for damages by the customer, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from tort, are excluded to the extent permitted by law.
This shall not apply where liability is mandatory, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health or breach of material contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
13.2
Insofar as the customer is entitled to claims for damages, these shall become statute-barred upon expiry of the limitation period of 12 months in accordance with Section 7.1. The same shall apply to claims of the customer in connection with measures to avert damage (e.g. recall campaigns). In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.
14.1
The exclusive place of jurisdiction is our registered office. Notwithstanding the above, we shall also be entitled to take legal action at the customer’s registered office.
14.2
The legal relationships in connection with this contract shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the national conflict of laws provisions.
15.1
These GTC shall remain binding in their remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to these GTC would constitute an unreasonable hardship for one of the parties. Ineffective provisions shall be effectively replaced by provisions that most closely correspond to the economic and legal intent.
15.2
Amendments and/or changes to the scope of delivery and services must be made in writing to be effective. The same applies to any amendment to these General Terms and Conditions.