General Terms and Conditions
Licht- und Mediendesign in der Architektur. Planung und Realisation.
Lichtkunst, Kunstlicht, Lichtdesign, Architekturbeleuchtung, Architectural Lighting Design, Lichtplanung, Architekturinszenierung, Medienfassaden, Erneuerbare Energien, LED-Technik, Lichtprogrammierung, LED Technik, Sonderleuchtenbau, Lichtsteuerung, e:cue, Pharos Controls, Köln, Wien
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General Terms and Conditions

§ 1 Scope of application
These conditions of sale apply to companies, legal entities under public law and special public funds in terms of § 310 article 1 BGB (Bundesgesetzbuch – German Civil Code). We only accept opposing or differing terms of sale of customers by expressly agreeing to the validity in writing. These conditions of sale also apply to all future transactions with the customer as long as they are transactions of related nature, especially to orders via the web shop that are a valid version at the time the order is made.

 

§ 2 Offer and signing of a contract
If an order can be seen as an offer in terms of § 145 BGB, we can accept those within two weeks. The customer will receive a confirmation via email.

 

§ 3 Provided documents
We reserve property rights and copyrights in all documents provided to the customer, for example drafts and calculations, that relate to the placing of order. These documents must not be accessible to third parties without our express written approval. As far as we do not accept the offer of the customer within the time period of § 2, these documents must be returned immediately.

 

§ 4 Prices and payment
The prices shown in the individual case are valid unless the contrary has been agreed upon in writing. The payment of the purchase price has to be made expressly to the named account. Deducting a cash discount is only permitted with a prior written agreement. The purchase price is due immediately if there is no other agreement, but it has to be paid within eight days the latest. Default interest will be charged on 8 % above the respective base interest rate. Only shown payment options that are part of the ordering process will be accepted for orders via the web shop.

 

§ 5 Set-off and right of retention
The customer is only entitled to use their right to set-off if their counterclaims are established in law or undisputed. The customer is authorised to exercise a right of retention only to the extent that their counterclaim is based on the same contractual relationship.

 

§ 6 Delivery and shipping costs
The delivery will be made with the individually shown shipping costs. The beginning of delivery as determined by us requires the timely and proper fulfilment of the customer’s obligations. We reserve the right to object to unfulfilled contracts. If the customer falls into default of acceptance or culpably infringes any other duties of contractual cooperation, we shall be entitled to claim replacements for all arising damages including possible additional expenditures. All rights to continued legal claims remain reserved. Provided that the named conditions are met, the risk of accidental loss or deterioration of the goods will pass to the customer at the moment in which the customer runs into default in accepting delivery or in debtor’s delay. In the event of delivery being unintentionally delayed we shall be liable to compensate for each full week of delay in the framework of flatrate compensation for default in the amount of 3 % of the delivery value, but no more than 15 % of the delivery value. Any further legal claims and rights of the customer due to delayed delivery remain unaffected.

 

§ 7 Transfer of risk upon shipment
When the goods are shipped to the customers on his request, the risk of accidental loss or deterioration passes on to the customer at the latest when the merchandise has left the factory or warehouse. This applies regardless of whether the shipment of goods is made from the place of performance or who bears the freight costs.

 

§ 8 Retention of title
We retain ownership of the delivered item until all payments under the contract have been received. This also applies to all future deliveries. We are entitled to take back the object of purchase if the customer acts in violation of the contract. The customer is obliged to handle the object of purchase carefully until the ownership has transferred to the customer. In particular the customer is obliged to insure the item of high quality at their own expense at the original value against damage by fire, water and theft. If maintenance and inspection work must be carried out, the customer shall proceed accordingly in good time at their own expenses. As long as the ownership has not transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. If the third party is unable to cover the common judicial and extra judicial costs of lawsuits as far as § 771 ZPO and to reimburse us, the customer is liable for the loss that occurred to us. Any processing, manipulation or alteration of the merchandise occurs in our name and by our order. In such a case, expectancy rights of the customer continue for the ordered goods during the reworking process. If the purchased goods are process with other items not belonging to LightLife, we acquire a co-ownership in the new product
amounting to the ratio of the objective value of our items to the other processed goods at the time of the processing. The same applies in case of mixing. Provided the mixture is composed in such a manner that the object belonging to the customer is considered as main component, it is agreed that the customer transfers proportionate co-ownership to LightLife and stores the sole or joint ownership that has come into being for LightLife. To secure our claims against the purchaser, the customer also assigns us to any receivables from third parties that arise for the customer as a result of the incorporation of the conditional goods in real property. We hereby accept this assignment with immediate effect. At the customer’s request we agree to release the securities to which we are entitled providing that the value exceeds the amount to be secured by more than 20 %.

 

§ 9 Warranty, notification of defects, recourse
Customer’s warranty rights require that the customer met his responsibilities to check consignment and to provide notification of defects as required by § 377 HGB (Handelsgesetzbuch – German
Commercial Code). Warranty claims become time-barred 12 months after we have delivered the goods to the purchaser. These regulations do not apply if the law defines longer periods to be mandatory, cf. §§ 483 I Nr. 2, 479 I and 643a I BGB. Our consent must be obtained before any goods are returned. Should, by all the care employed, the delivered goods have a deficiency which already existed at the time of the passing of the risk, we shall, subject to a complaint being made in good time, rework the goods or replace the goods according to our choice. In any case we must be given the opportunity of subsequent fulfilment within a reasonable period. Recourse claims shall remain unaffected by the above regulation without restrictions. If the supplementary performance fails, the customer can – regardless of possible damage claims – either withdraw from the contract or reduce the purchase price. Claims of defects do not apply if there is only a minor deviation from the agreed nature, if there is only a minor impairment of the usability, in case of natural wear and tear and defects that occurred after the passing of risk due to improper or careless handling, excessive use, unsuitable means of operation, defective construction work, unsuitable building ground or as a result of external influence that are not preconditions in accordance with the contract. If the purchaser or third parties carry out improper modifications or repair work, claims of defect for such action and the resulting consequences are excluded. Claims of the purchaser derived from the expenses required to satisfy subsequent obligations, in particular transport, in-transit, work and material costs are ruled out in as far as the expenses increase because the goods delivered by us were taken subsequently to a place than the branch of the purchaser, unless such transport corresponds to the designated contractual use. The customer has statutory rights of recourse against us only in so far as the customer has not reached any agreements with his customer which go beyond the statutory claims for defects. Regarding the extent of the customer’s recourse entitlements against the supplier, paragraph 6 shall be applied accordingly.

 

§ 10 Miscellaneous
This agreement and all legal relations of parties are subject to the laws of the Federal Republic of Germany excluding UN purchase right (CISG). Place of fulfilment and sole court of jurisdiction for
all disputes arising from this contract is our place or business, insofar as not otherwise agreed upon in the confirmation of order. All agreements that are made between the parties for the purpose
of the execution of this contract are stipulated in these conditions. If individual provisions of this agreement are or become ineffective or in case the agreement is incomplete, the effectiveness of the remaining provisions shall not be affected. The parties agree to substitute an obsolete regulation with a legal valid provision, which closely reflects the business purpose of the invalid one, alternatively closes the gap.