General Terms and Conditions of Business
1. Scope
- Our supplies, services and offers are made exclusively on the basis of these terms and conditions. They shall also govern all future business relations, even where such is not expressly agreed. These terms and conditions shall be deemed to be accepted at the latest with written confirmation of order. General terms and conditions of the buyer, in particular purchase conditions, are hereby rejected, that is, they are not recognised even where these are not expressly rejected upon receipt.
- Any derogation from these terms and conditions shall only be effective where such has been confirmed by us in writing.
- Our staff, representatives and other persons are not authorised to enter into supplementary oral agreements or to make other assurances over and above the contents of the written contract.
1. Offer and Inspection
- Our offers shall always remain subject to change and are non-binding. Declarations of acceptance and all orders shall require written confirmation. This shall also apply to supplements, amendments or lateral agreements. Written confirmation may be replaced by invoice on supply.
- All additional services, obligations or other contract terms required by the principal and not received by FLASHAAR LEDLight GmbH & Co. KG following the making of offer are expressly rejected from this offer. These may only be included on the making of a new offer or in a supplementary offer. All such shall be made in writing.
- All additional services, obligations or other contract terms required by the principal and not received by FLASHAAR LEDLight GmbH & Co. KG following the making of offer are expressly rejected from this offer. These may only be included on the making of a new offer or in a supplementary offer. All such shall be made in writing.
- All documentation, including charts, calculations of weight and size as well as other indications of service shall represent no assurance of characteristics or quality unless such are so indicated in writing.
- Technical and aesthetic deviation from description and indications in prospectuses, catalogues and written documentation including changes to design, construction and material made in the course of technical advancement shall remain reserved to us and shall form no cause of action on the base of this contract.
- An inspection or light simulation for special lighting or special developments shall constitute only a non-binding aid to decision making and shall not represent any assurance of final characteristics, unless such are expressly determined to be such in writing.
- In case of order of series articles, we shall be entitled to supply objects of comparable quality and form insofar as no express written agreement exists for the supply
- Products made available for inspection at no cost to our representatives or other third parties, either by us or our suppliers, shall remain our property notwithstanding other interests in the property.
Such products shall not be sold, lent or otherwise passed to third parties, neither as show unit nor individually.
- Products shall be returned in undamaged original packaging, freight paid and at the risk of the sender, respectively the person or company responsible for the inspection.
- All costs for damage to the products made available for inspection will be invoiced to the person or company responsible for the inspection.
3. Prices
- All prices include the cost of storage, dispatch and/or packaging and statutory rate of VAT applicable at the time of the conclusion of contract.en gesetzlichen Mehrwertsteuer.
- Supply shall be made at the expense and risk of the recipient insofar as the buyer is not a consumer as determined by § 13 BGB. If the buyer is a consumer, statutory provisions shall apply. In the absence of any direction from the recipient to the contrary, the form and route of dispatch shall be determined by FLASHAAR LEDLight GmbH & Co. KG. Transport insurance and/or EXPRESS delivery may be elected by the recipient at an additional fee.
- All prices quoted in offers remain subject to change and are non-binding for further orders.
- For offers made with regard to special lighting and special developments, prices shall refer to the quantities and products offered and are not applicable to other products.
- For special lighting and special constructions, all additional costs arising from amendments either to form, function or number made by the principal or its authorised representative after the making of offer, alternately after the confirmation of offer, shall be invoiced separately with short description, see here also § 2 No. 3
4. Time of Supply and Performance
- In the absence of express written agreement to the contrary, the dates and deadlines stipulated by us remain subject to change.von uns genannten Termine und Fristen sind unverbindlich, sofern nicht ausdrücklich schriftlich etwas anderes vereinbart wurde.
- Deadlines for special lighting and special developments are dependent on receipt of all payment instalments
- The supply of special lighting and special development shall be made only upon payment.
- Deadlines for special lighting and special constructions include a binding plan status to be indicated expressly in the offer. All amendments either to form, function, number or size made by the principal or its authorised representative after the making of offer, alternately after the confirmation of offer, shall relieve us of any obligation to adhere to agreed deadlines.
New deadlines shall require confirmation in writing.
- All supply dates and deadlines indicated by us shall be made subject to the correct and timely supply from suppliers and manufacturers. They begin with the day of our confirmation of order, though not before clarification of all particularities of performance and shall be extended by any period of default.
All other rights arising on default by the client remain unaffected.
- Delays in supply or performance arising through force majeure or other unforeseeable circumstances making the performance of contract either significantly more onerous or impossible (e.g. war, warlike events, stipulations by authorities, the non-granting of export, import or transit licences, national measures for the restriction of trade, strike, lockout, and other such obstacles to business of whatever kind, transport hindrances), irrespective of whether these events affect us or other members of the supply chain, shall relieve us of any obligation to meet agreed deadlines. Such circumstances shall entitle us to delay performance by the duration of the hindrance plus an appropriate running in period, alternatively to rescind the contract either fully or in part on account of the impossible obligation.
- Should the hindrance last in excess of three months, the buyer shall be entitled, after allowing an appropriate period for supplementary performance (at least 14 days), to rescind the contract – insofar as not performed. Should the supply date be delayed in accordance with the rule in § 4 No. 6, or should we otherwise be relieved from our obligations, no cause of action in damages shall arise to the buyer as a result. We shall only be entitled to rely on such circumstances after having informed the buyer of such without delay.
- In all other cases, we shall be placed in default, only after the buyer has stipulated a period for supplementary performance of at least two months in writing. Insofar liability rests with us for the non-adherence to agreed dates and deadlines, and where we are in default, the buyer shall have the right of damages to the amount of 1% for each complete week of default, in total, at the most 5% of the invoice value of the supply and/or service for which we are in default.
- All other claims, in particular damage claims of whatever kind, are excluded, unless default shall be the result of our gross negligence.
- We shall be entitled to make supply and/or perform on the contract in part.
5. Acceptance
- For the duration of delay in acceptance by the buyer, we shall be entitled to store the goods to be supplied at the expense and risk of the buyer. We shall further be entitled to use a forwarding agency.
- For the duration of the delay in acceptance, the buyer shall indemnify us for all storage costs incurred without proof of such to the amount of 1% of the sale price per month, at the most, however, to 100.00 EUR.
- Should the buyer refuse to accept the goods after expiry of the set period for acceptance, or should it otherwise indicate that it is unwilling to accept the goods, we shall be entitled to refuse performance of the contract and claim damages for non-fulfilment. After the setting and expiry of an appropriate period for supplementary performance on part of the buyer, we shall be entitled to dispose of the goods to be supplied at our discretion.
- Payment instalments made in respect of special lighting or special developments shall not be returned in the case of refusal to accept goods. These payments shall, however, be taken into account in any possible claim for damages.
- In respect of orders on demand, the demand shall be made within 2 months following the receipt of order and appropriate period before the desired delivery date. Should demand not be made within an appropriate period, we shall be entitled to supply and invoice accordingly without prior request.
6. Supply
- Supply shall be made in the name and at the request of the recipient of invoice, respectively of the principal. Transfer of risk shall result on dispatch of goods by FLASHAAR LEDLight GmbH & Co KG or by our suppliers, unless the buyer is consumer as defined by § 13 BGB, in which case statutory provisions shall apply
- For special lighting and special developments, transfer of risk shall follow on supply at location. The guarantee shall commence as of completion of successful mounting, alternately on commencement of operations with handover.
7. Liability and Guarantee
- We guarantee that the products we deliver are free of manufacture and material defects. In the absence of express written agreement to the contrary, the guarantee shall last 24 months commencing with the transfer of risk (§6).
- In the case that instructions for use or maintenance are disregarded, that alterations are made to products, parts are replaced or other consumable materials used, not corresponding to original specifications, the guarantee shall lapse, insofar as the defect can be traced to such derogation. This shall also apply where the defect is traceable to improper use, storage or handling of products or where third parties have intervened. Immaterial deviations in colour, size and/or in other quality or performance characteristics in respect of the goods shall give rise to no claim under guarantee.
- The buyer shall inform us of defects in writing and without delay, at the latest within the period of one week following receipt of the product. Defects which could not, even on careful inspection, have been discovered without this period, shall be notified to us as soon as they become apparent and without delay. In case of notification by the buyer that the products do not fit guarantee, we shall be entitled to demand, at our option, that the defective product along with exact description of defect and indication of model and serial number together with a copy of the supply certificate provided on delivery are returned to us. On legitimate guarantee claims, the goods supplied shall be replaced or repaired and returned to the principal at no additional expense. The replacement of parts, construction components or entire products shall not result in new guarantee. The guarantee shall be limited exclusively to the repair or replacement of the defective goods as well as dispatch. With regard to products mounted by us on location, the buyer shall make the defective product accessible to our repair staff. In the case that the buyer require that repair be made at another location determined by it, repair shall be made to the parts under guarantee, though working time and travel expenses shall be invoiced to the buyer by us accordingly. Should, after the expiry of an appropriate period, supplementary performance fail, the buyer shall be entitled, at its option, either to reduce the price (price reduction) or rescind the contract (conversion). In place of repair, we shall also be entitled to provide a replacement product.
- Should the buyer make notification of defect in one of our products and should on inspection either by us or by the manufacturer it be determined that the product is in fact free of all defect covered by guarantee, the buyer shall be bound to indemnify us for all costs incurred as a result of the inspection, including any freight and travel costs.
- All other rights of the buyer beyond those conferred by the guarantee, in particular rights to damages, are excluded, unless these result from malice or gross negligence. Damage sums are limited to damage foreseeable at conclusion of contract.
- We shall be bound to make supplementary performance and/or replacement supply, only where the buyer fulfil its contractual obligation.
- Liability for normal wear and tear is excluded. Guarantee claims shall also be precluded for all parts subject to wear and tear. Alongside illuminants, these shall also include series connection units and starters, operating units of all kinds.
- Guarantee claims against us shall arise only to the buyer and are non-transferable.
8. Retention of Title
- Ownership of the goods supplied shall result to the recipient only on satisfaction of all claims in respect of the goods, irrespective of legal foundation.
- The goods shall remain our property (reserved goods). Any confirmation or agreement shall be made always for us as manufacturers as defined by § 950 BGB, without binding effect. On processing or combination of the reserved goods with other goods, the resulting goods shall stand in joint ownership in the ratio of the respective value of the goods. Should the buyer become outright owner, it shall hereby grant a right of joint ownership to us in the ratio of the goods‘ respective values and shall hold the goods on our behalf at no fee. Should the processed or combined goods be sold on, the resulting assignment of future claim shall arise to the amount of the value of the consumer goods.
- The buyer shall be entitled to process or sell the reserved goods in the course of proper business, provided it is not in default. Pledging of the goods or security assignment shall be excluded. Claims arising from the sale, alternately claims arising on other legal bases (insurance, negligence) in respect of the reserved goods (including payment balance request on open accounts), shall be assigned now by the buyer to us in full for the sake of security. Subject to revocation, we hereby authorise the buyer to collect on the claims assigned to us for its account in its own name. At our request, the buyer shall disclose the assignment and provide us with necessary information and documentation.
- On the intervention of third parties to reserved goods, in particular in the case of distraint, the buyer shall notify the third party that the goods are our property and inform us of the third party influence without delay. Costs and damage shall be borne by the buyer.
On breach of contract by the buyer, in particular on default of payment, we shall be entitled to take back the reserved goods (that is, the buyer shall be obligated to surrender the goods) or alternately, to demand the assignment of the claim for surrender of the goods to a third party. The taking back of the reserved goods and/or their pledge by us (insofar as the Abzahlungsgesetz (Hire Purchase Act) does not apply), shall not represent rescission of the contract.
9. Payment
- Invoices following supply of goods and services are to be paid immediately on receipt. We hereby refer to the statutory rule whereby the recipient of invoice automatically be placed in default on the expiry of 30 days after receipt of the invoice without issuance of reminder notice should payment not be made.
- For project related special lighting or special developments, a down payment of 50% of the project value shall be payable within 10 days of confirmation of order.
- Payments shall be deemed to be made timely, only upon their being credited to our account. Cheques shall be accepted subject to performance and performance shall only be deemed to have been made where these are redeemed and credit has been made to our account.
- We shall be entitled, in spite of any stipulation by the buyer to the contrary, to ascribe payments made by the buyer to the redemption of older debts. Should costs and interest have been incurred, we shall be entitled to ascribe the payment first to the redemption of costs, then to interest and lastly to redemption of the main claim.
- In case of default on payment, interest shall be calculated at the statutory rate, unless we are able to show a higher rate of interest or damage from default.
- Should the buyer not be able to meet its payment obligations under contract in spite of the setting of an appropriate period for payment, or should insolvency proceedings or similar legal proceedings have been instigated by the buyer or by a third party, such proceedings by opened or rejected for lack of funds to meet costs of insolvency proceedings, we shall be entitled to terminate the contract.
- In the case of No. 6, we shall also be entitled to demand payment in advance or security for all further supplies.
- The buyer shall be entitled to set-off, caution or reduction, even where notifications of defect or counter actions have been asserted, only where such counter actions have been upheld by a court or are undisputed.
10. Place of Performance and Jurisdiction
- Place of performance is Bingen am Rhein.
- Jurisdiction shall rest with courts in Bingen am Rhein.
- The law of the Federal Republic of Germany shall apply. UN trade law shall not apply.
11. Severability, Miscellaneous
- Should individual terms be or become void, ineffective or voidable, all other terms shall remain unaffected and shall be interpreted, alternatively shall be supplemented to the effect that the intended economic purpose be adhered to where possible within the law. This shall also apply for all necessary supplements to contract concluded beyond these terms and conditions.
- Storage of data: Your data shall be saved to the extent that such is necessary for the fulfilment of our obligations under contract and shall be held in accordance with the federal laws on data protection. These data shall be passed on to and used for the fulfilment of contract by the carrier and/or other vicarious agents used by FLASHAAR LEDLight GmbH & Co.KG. Following the completion of order, your data will remain saved to the extent required by law. These data shall not be passed on to third parties.
