§ 1 Scope
- The conditions apply to entrepreneurs, legal entities of public law or special funds under public law within the meaning of § 310 (1) BGB. Conflicting or differing from our terms and conditions to the terms of the customer, we only accept if we expressly agree in writing to the validity.
- These conditions also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature (as a precaution, the conditions of sale should in any case be attached to the order confirmation).
§ 2 Offer and contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Submitted documents
All documents handed over to the customer as part of the order (for example: calculations, drawings, etc.) we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the orderer our express written consent. As far as we do not accept the offer of the customer within the period of § 2, these documents are to be returned to us immediately.
§ 4 Prices and payment
- Unless otherwise agreed, our prices are ex works excluding packaging and plus value added tax in the valid amount. Packaging costs will be charged seperately.
- The payment of the purchase price must be made exclusively to the account named overleaf. The deduction of cash discount is only permitted with a written special agreement. Please look for a note on our offers.
- Unless otherwise agreed, the purchase price must be paid within 10 days after delivery. Default interest is charged at 8% above the base rate. The assertion of a higher damage caused by default remains reserved.
- Unless a fixed price agreement has been made, reasonable price changes remain due to changes in wage, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
§ 5 Rights of retention
The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
- The beginning of the delivery time specified by us requires the timely and proper fulfillment of the obligations of the customer. The revocation of the unfulfilled contract remains reserved.
- If the purchaser defaults on acceptance or disregards other obligations, we are entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time at which the purchaser is in default of acceptance or payment.
- Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.
- If, by Act of God, any delay or work suspension may occur, no penalty will be charged to LED Protect.
§ 7 Transfer of liability for dangers after dispatch
- If the goods are despatched to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or who bears the freight costs.
§ 8 Retention of title
- We reserve the ownership of the delivered goods until complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the goods if the customer behaves contrary to the contract.
- The purchaser is obliged, as long as the property has not been transferred to him, to treat the purchased goods with care. In particular, he is obliged to insure these at his own expense against theft, fire and water damage sufficiently to the replacement value. If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the purchaser must notify us immediately in writing if the delivered object is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the legal and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
- The customer is entitled to resell the reserved goods in the normal course of business. The customer already assigns the claims against the customer from the resale of the reserved goods to us in the amount of the sales price agreed with us. This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed an application for opening insolvency proceedings or has ceased payments.
- The processing or transformation of the purchased item by the customer is always named and on behalf of us. In this case, the buyer’s right to the purchased item continues with the remodeled item. If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the purchaser assigns proportional co-ownership to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims which accrue to him from a third party as a result of the combination of the reserved goods with a property; We already accept this assignment.
- We agree to release the securities to which we are entitled at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as manufacturer recourse
- Warranty rights of the customer presuppose that he has duly fulfilled his obligations under § 377 HGB.
- Claims for defects expire 12 months after delivery of the goods to the customer. For damages in case of intent and gross negligence (or injury to life, limb and health, based on a willful or negligent breach of duty by the user), the statutory limitation period apply to.
- As far as the law according to § 438 Abs. 1 No. 2 BGB (buildings and things for buildings), § 445 b BGB (recourse claim) and § 634a paragraph 1 BGB (construction defects) mandatory longer periods, these periods apply. Prior to returning the goods our permit is to be requested.
- If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will repair the goods, subject to the timely notice of defects at our discretion or replace the goods. It is always our opportunity to provide supplementary performance within a reasonable time. Claims for recourse remain unaffected by the above regulation without Limitation.
- Claims of the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, wage and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently transferred to a location other than the purchaser’s branch unless the shipment complies with its intended use.
- Rights of recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. The scope of his rights shall be that of paragraph 4.
§ 10 Limitation of liability
The purchaser is responsible for the proper operation and maintenance of the products. The guarantee does not extend to direct or indirect consequences resulting from the failure of the products supplied by LED Protect GmbH. LED Protect shall not be responsible for any special, consequential, incidental, indirect, exemplary, punitive or speculative damages.
In any case, the total liability of LED Protect, on all claims of any kind, warranty, tort (including negligence), strict liability, indemnity, or otherwise, arising out of the performance or breach of the Contract or use of any products shall not exceed 10% of the relevant price allocable to the product. For the purposes of this Article, the term “LED Protect” shall mean LED Protect, its affiliates, subcontractors and suppliers of any tier and their respective agents and employees, whether individually or collectively.
§ 11 Miscellaneous
- This contract and the entire legal relationships of the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
- Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.