Terms of business
1.1 These conditions of sale apply exclusively to companies, legal persons under public law or publiclaw special assets in the sense of § 310 paragraph 1 BGB (German Civil Code). The following conditions of sale apply exclusively for all offers and contracts regarding the delivery of goods by lichtwerk GmbH. They also apply for all future transactions with the Orderer when dealing with legal transactions of the related kind. The Orderer recognises the conditions as binding for him for all of the business relations. Modifications and amendments must be in written form. Conflicting or deviatingterms and conditions of the Orderer are not terms of the contract, even if we do not expressly object to them. This will only be content of the respective contract in cases where we expressly approve the conflicting or deviating terms and conditions in writing.
1.2 We reserve our own rights of ownership, copyright and other intellectual property rights for all cost estimates, drawings and documents that are handed over to the Orderer during the contract negotiations. They may only be disclosed to third parties with our prior written permission. If an order is not issued, all transferred documents shall be returned immediately at our request. The Orderer does not have the right to use, retain or disseminate these documents.
2. Conclusion of the contract and scope of services
2.1 Our offers are not-binding and without obligation. In terms of the nature and scope of delivery, they will first be binding upon our written order confirmation. If an order is to be regarded as an offer according to § 145 BGB, we can accept this within two weeks by sending an order confirmation.
2.2 Verbal agreements, in particular supplementary agreements and commitments made by our employees, require our written confirmation to be effective.
2.3 For the delivery, we reserve the right to deviations of goods compared to the documents belonging to the offers, such as catalogues, illustrations, descriptions, drawings as well as weight and dimension information, provided they are commercial and reasonable for the Orderer and in particular do not impair quality and function.
3. Prices, deliveries and terms of payment
3.1 Prices and delivery
3.1.1 The prices are calculated in Euro exclusive of the legal VAT, which is invoiced separately according to the valid rate. The prices are calculated according to the prices valid at date of contract conclusion; if the delivery is made more than 4 months after contract conclusion, the prices valid at date of delivery can be invoiced.
3.1.2 Principally, prices shall be ex works excluding VAT, packaging, freight costs and insurance.
3.1.3 For a net order value of €1,500.00 or more, we deliver to the delivery location free of charge within Germany, whereby we provide the goods at the delivery location ready for unloading. Starting at € 750.00, we charge half of the transportation charges for a delivery location within Germany. For a net order value below € 250.00, we charge an additional small-volume surcharge of €25.00.
3.2 Terms of payment
3.2.1 Our invoices are to be paid within 30 days from the date of the invoice. For payment within eight days from the invoice date, we grant a 2 % discount. A payment is considered effected if we are able to access the funds. In the case of payment by cheque, payment is only considered effected when the cheque is redeemed by us.
3.2.2 The acceptance of cheques shall only be accepted on account of performance.
3.2.3 The Orderer’s right of retention, as far as it is not based on the same contractual relationship, and the offsetting with contested or not legally determined claims is excluded.
3.2.4 If the Orderer is in default of payment as a whole or a part, he is bound - notwithstanding all other rights of the supplier - to pay from that point of time on default interests to the amount of 8 % annually above the base lending rate.
3.2.5 If the Orderer ceases payments or if bancruptcy is filed or mature checks or bills of exchange are not redeemed, all claims made by the supplier are immediately due.
4. Delivery times and acceptance obligations
4.1 The delivery period begins with the date of written agreement about the order between Orderer and supplier.
4.2 Hindrances beyond our responsibility, in particular acts of God, war, insurrection, strikes, transport disruptions, business disruptions, lack of material, official orders and other inevitable events that delay the delivery in whole or in part automatically lengthen the delivery period by the duration of such conditions. In such cases the parties have the right to withdraw from the contract in whole or in part.
4.3 In the event of a delayed delivery for which we are responsible, the Orderer can only assert his rights arising from the delay if the grace period he granted us has passed without result. If the Orderer proves in this case that he has incurred damages caused by the delay, he can claim a delay compensation for each completed week of the delay in the amount of 0.5% for the entire duration of the delay, but not to exceed 5% of the value of the goods not delivered on time. The right of the Orderer for exercising the right of withdrawal shall remain unaffected. Further-reaching claims shall only apply in cases of intend or gross negligence where liability is mandatory.
4.4 We are entitled to make reasonable installment deliveries.
4.5 If the Orderer causes a delay of dispatch or delivery of the goods or if the Orderer is otherwise in default in accepting the delivery of goods or should the Orderer intentionally violate other obligations to co-operate, we then have the right to claim compensation for any incurred damages in this respect, including any possible additional expenditure. Rights remain reserved for more extensive claims. Insofar as such aforesaid conditions apply, the risk of accidental loss or accidental detoriation of the purchased gods passes over to the Orderer at the precise point of time in which he is in default of acceptance or payment.
5. Dispatch, transfer of risk, returns
5.1 The risk is passed on to the Orderer when the goods leave the factory or a warehouse. Shipping takes place uninsured at the Orderer‘s risk. This also applies even if free delivery is agreed and also for deliveries by our transport staff. If the shipment is delayed as a result of circumstances for which the Orderer is responsible, the risk is transferred with our notification of readiness for shipment. If the shipment is delayed at the Orderer‘s request or at the fault of the Orderer, then we will store the goods at the Orderer‘s expense. The Orderer is required to check without delay whether the goods have been damaged during transportation and to immediately inform the carrier and deliverer of any damage or loss. Shipping takes place on behalf of the Orderer.
5.2 If the supplier has no statutory obligation to accept returned goods, the Orderer may only return goods with our express written consent and provided that they are undamaged and returned in the original packaging. 30% of the invoiced amount will be deducted from the credit note to cover processing costs. All reprocessing, freight, insurance and packaging costs are charged to the Orderer. Principally, it is not possible to return custom-made products.
6. Retention of Title
6.1 The goods remain our property until the fulfilment of all our entitled claims against the Orderer (goods subject to retention of title), even if the individual goods have been paid for. A pledge or chattel mortgage of the reserved goods is not permissible.
6.2 In the case of the permissible resale of the reserved goods within the ordinary course of business, the Orderer assigns us already now, until payment of all our claims, as collateral for its future claims towards his customers resulting of such resale without requiring any specific further explanations. This assignment also covers balance claims resulting from existing current account relationships or at their termination of the Orderer with his customers. If the reserved goods are sold together with other goods without agreeing upon an individual price for the reserved goods, the Orderer assigns us the priority over the other claims for such part of the total price claimed which corresponds to the value
invoiced by us. Until revoked, the Orderer is authorized to collect the assigned demands from the resale, he is not entitled to dispose of them otherwise, e.g. by assignment. Upon our request, the Orderer must inform his customer about the assignment and to furnish us the necessary documents for the assertion of his rights towards the customer, e.g. to deliver invoices and to provide the required details.
6.3 If the purchasor does not meet all or a part of his payment obligations within 10 days after due date, if he does not cash due checks or if an application for insolvency is filed, we have the right to withdraw from the contract and to require the return of the goods. The purchasor is obliged to procure us with the possession of the goods. The Orderer grants us or any of our authorized representatives the access to all business premises during business hours. We are entitled to use the reserved goods with the diligence of a prudent businessman and to satisfy ourselves with the offsetting of open claims with their proceeds.
6.4 As long as the ownership has not been transferred, the Orderer is to inform us in writing immediately if the supplied item is seized or is exposed to other interventions by third parties. If the third party is unable to indemnify us for the costs of legal or out-of-court costs of a claim according to par.
771 ZPO (German Code of Civil Procedure), the Orderer is liable for our amount outstanding.
7.1 The supplier shall initially provide warranty for defects in the goods within a reasonable period of time at his discretion by repair or replacement delivery.
7.2 If the repair or replacement is not successful at the second attempt, the purchaser can always demand a discount on the price (reduction) or a cancellation of the contract (withdrawal) at their discretion. In the event of only a minor breach of contract, particularly in the case of insignificant defects, the purchaser shall not be entitled to a right of withdrawal.
7.3 The purchaser must notify the supplier in writing about any defects within two weeks of receipt of goods or discovery of the defects, otherwise no warranty claims can be asserted. The duty to give notice of defects shall also apply to the purchaser’s rights of recourse pursuant to § 478 of the German Civil Code (BGB) from the time when the defect notified by the purchaser’s customers becomes known. § 377 of the German Commercial Code (HGB) remains unaffected.
7.4 If the purchaser chooses to withdraw from the contract after subsequent performance has failed, they shall not be entitled to any additional claim for damages on account of the defect.
7.5 The warranty period is one year from the date of the transfer of risk of the goods.
7.6 The purchaser may only claim reimbursement of the costs of subsequent performance if they can prove that they were legally obliged to take back or repair the goods via-à-vis their contractual partner and claimant. The purchaser’s right of recourse against the supplier pursuant to § 445a of the German Civil Code (BGB) is limited to cases where the purchaser has not concluded any agreement with their customer exceeding the scope of the statutory provisions governing claims based on defects.
In the event of a justified subsequent performance due to defects, the supplier shall only be obliged to bear the necessary expenses, in particular transport, travel, labour and material costs, if these have not increased due to the fact that the goods were taken to a place other than the registered office or the commercial branch of the purchaser to which delivery was made.
Claims based on new commissioning, new software installations or software updates required for the purpose of subsequent performance are excluded unless the last contract in the supply chain is a consumer goods purchase. Including this exception, the supplier is also not obliged to make advance payments to the purchaser for transport costs or damage assessment costs.
7.7 Any manipulation of the supplier's products and their packaging, such as modification, reworking, re-stamping, is not permitted and violates, among other things, the supplier's registered trademark rights. Such modifications may have a negative effect on the technical properties of the supplier’s products, damage them and possibly cause consequential damage to other objects. The supplier cannot under any circumstances be held responsible for damage caused by such modifications.
8.1 Claims for damages, whether these are due to defects in the goods or due to other damages including consequential damages incurred by the purchaser or a third party, in particular also those arising from culpa in contrahendo, culpable breach of contract and tort, are excluded.
8.2 This shall not apply in the event of fraudulent intent, liability under the Product Liability Act, injury to life, limb or health and in the event of a wilful and grossly negligent breach of duty.
The supplier shall only be liable for property damage and financial loss caused by slight and ordinary negligence in the event of a breach of material contractual obligations and insofar limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
8.3 The purchaser’s claims for damages, whether for defects in the goods or for other damage, shall become statute-barred one year from the transfer of risk of the goods. This shall not apply in the event of fraudulent conduct, non-compliance with a quality guarantee and in cases where the law prescribes longer periods.
8.4 Insofar as the liability of the supplier is limited, this shall also apply to the personal liability of the employees, legal representatives and vicarious agents of the supplier.
9. Final provisions
The laws of the Federal Republic of Germany shall apply. The exclusive place of jurisdiction for all disputes is Hassfurt.
The invalidity of any term of these conditions shall not affect any part of the remaining conditions and the contract itself.
Koenigsberg, October 2021