1 General terms and conditions
1.1 These terms and conditions shall apply exclusively to all present and future business relationships with resellers or commercial buyers (purchasers) for the purpose of § 14 German Civil Code (BGB). Different or supplementary terms and conditions of the purchaser as well as ancillary agreements are only binding if they are confirmed in writing by Regiolux GmbH (supplier).
1.2 Quotations for prices and services are only binding for the supplier with their confirmation or if a delivery has been made. Any other declarations and warranties must be in writing to be binding.
2 Offers and order acceptance
2.1 Offers contained in brochures, advertisements, on the website etc. are subject to confirmation and not binding; this also applies to the prices. Individual written offers from the supplier shall become invalid no later than 90 days after the date of the offer, insofar as they are not accepted.
2.2 If orders received by the supplier are not confirmed in writing or carried out within one month of their receipt, the purchaser is entitled to cancel the order without them being able to claim any kind of damages from the supplier as a result of this.
2.3 We will charge a minimum order surcharge of 25 euros for net orders valued at less than 250 euros.
3.1 Prices are calculated in euros w/o VAT, which is calculated separately at the respective applicable rate. The prices are calculated according to the prices valid on the date the contract was concluded. If the delivery is made more than 4 months after the conclusion of contract, the prices valid on the date of delivery can be invoiced.
3.2 Unless otherwise agreed in writing, the prices are ex works within the Federal Republic of Germany and include original packaging, which cannot be returned due to an agreement between the supplier and Interseroh GmbH.
3.3 Non-private purchasers pledge to ensure that the delivered products are disposed of according to the provisions of the WEEE Directive. If the goods are resold, the purchaser shall assign this obligation to their contractual partner.
4 Terms of payment
4.1 Unless otherwise agreed, our invoices must be paid within 30 days of the invoice date. They can be offset against other outstanding claims at the supplier's choice. A discount of 2% shall be granted by the supplier for payments received by the supplier within 8 days of the invoice date.
4.2 The purchaser’s right of retention, where it is not based on the same contractual relationship, and the offsetting against contested or not legally determined claims is excluded.
4.3 If the purchaser is in default of payment in full or in part, he is bound – notwithstanding all other rights of the supplier – to pay default interest at the annual rate of 6% above the base lending rate from this point in time.
4.4 If the purchaser ceases payments or applies for insolvency to be opened, or if they fail to cash cheques or bills of exchange, all of the supplier’s claims shall become due immediately.
5 Retention of title
5.1 The supplier retains ownership of the goods until full payment has been received for all outstanding transactions. The reserved goods may not be pledged or used as security.
5.2 In the event of the permissible resale of the reserved goods within the ordinary course of business, the purchaser herewith assigns all future claims against their customers arising from the resale to the supplier by way of security until all of the supplier’s claims have been settled, without any further specific declarations being required at a later date; this assignment shall also extend to balance claims resulting from existing current account relationships with the customer or their termination by the purchaser. If the reserved goods are sold together with other goods without a separate price having been agreed for the reserved goods, the purchaser assigns to the supplier, with priority over the other claims, that part of the total price claimed which corresponds to the value invoiced by the supplier. The purchaser is authorised to collect the assigned demands from the resale until further notice; they is not entitled to dispose of them otherwise, e.g. by assignment. At the request of the supplier, the purchaser must inform the customer of the assignment and provide the supplier with the documents needed to assert their rights vis-a-vis the customer, e.g. Invoices, as well as the required information.
5.3 If the purchaser fails to meet all or some of their payment obligations within 10 days of the due date, if they fail to honour due cheques or if an application is filed for insolvency, the supplier shall be entitled to withdraw from the contract and to demand the return of the goods. The purchaser must hand over the goods to the supplier. The purchaser grants the supplier or any authorised representative of the supplier access to all business premises during business hours. The supplier is entitled to realise the reserved goods with the diligence of a prudent businessman and to satisfy open claims by offsetting them against the proceeds.
5.4 If the value of the collateral exceeds the claims of the supplier against the purchaser resulting from the current business relationship by a total of more than 20%, the supplier is obliged to release collateral at their own discretion at the request of the purchaser.
6.1 Deliveries of orders with a net value of over 1,200 euros will be free to the loading area, delivery within Germany.
6.2 Delivery periods are only binding if they have been expressly confirmed as such by the supplier.
6.3 The delivery period begins on the date a written agreement is reached on the order between the purchaser and supplier. The delivery period shall be deemed as met if the goods have left the warehouse within this period. If shipment or handling is delayed for reasons for which the supplier cannot be held responsible, the delivery period is deemed as met if a notification that the goods are ready for dispatch is sent within the agreed delivery period.
6.4 If it has been proven that non-compliance with the delivery period is due to mobilisation, war, riots, strikes, lockouts or any other unexpected events that are beyond the control of the supplier or his subcontractors, the delivery period shall be extended by a reasonable time.
6.5 If the supplier is in default, the purchaser can claim compensation amounting to 0.5% for each full week of default, up to a maximum of 5% of the value of the delayed goods, if they are able to prove the damage they have incurred. Any other claims for damages are excluded in all cases of late delivery, even after expiration of any grace period granted to the supplier. Within the scope of legal provisions, the purchaser may only withdraw from the contract if the supplier is responsible for delay in delivery.
6.6 The purchaser is obliged to declare whether they wish to withdraw from the contract because of delay in delivery and/or whether they wish to claim damages in lieu of performance or insist on the delivery at the supplier’s request and within a reasonable period of time.
6.7 If the purchaser causes a delay in the shipment or delivery of the goods, the supplier is entitled to bill them for any additional costs incurred.
6.8 Partial deliveries are permissible unless opposed by the legitimate interests of the purchaser.
The risk is transferred to the purchaser on delivery of the goods to the shipping company or carrier, irrespective of who bears the costs of shipping. If requested by the purchaser, the delivery is covered by transport insurance, the costs of which will be borne by the purchaser. No compensation will be paid for breakage in transit where breakage insurance has been refused.
8.1 The purchaser shall provide the supplier with the name(s) of one or several person(s) who is/are authorised to accept the delivery and sign the delivery note in due time before the delivery date. This applies in particular if the delivery address is not the registered office of the purchaser.
8.2 If none of the persons authorised by the purchaser are present to accept the goods on the agreed date and at the agreed place of delivery, the purchaser is in default of acceptance and the risk passes to him. The purchaser shall also bear any additional costs that are incurred if a second delivery has to be made.
8.3 The purchaser is required to check immediately whether the goods have been damaged during transport and to immediately inform the carrier and supplier about any damage or loss. Negligible defects do not justify refusal of acceptance by the purchaser.
9 Return of goods
If the supplier has no statutory obligation to accept returned goods, the purchaser may only return goods with the supplier's express written consent and providing these are undamaged and returned in the original packaging. 30% of the invoiced amount will be deducted from the credit note to cover handling expenses. All reworking, freight and packaging costs will be billed to the purchaser. Special and recessed luminaires may not be returned.
10.1 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.
10.2 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.
10.3 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.
10.4 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.
10.5 The warranty period is one year from the date of the transfer of risk of the goods.
10.6 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.
10.7 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.
11.1 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.
11.2 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.
11.3 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.
11.4 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.
12 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.
Königsberg, May 2021
General - Scope of application
(1) Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the Supplier's delivery without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
(2) Our Terms and Conditions of Purchase also apply in particular to contracts for the purchase or provision of digital products and/or goods with digital elements and/or the acquisition of rights of use to digital downloads or streaming of prefabricated copyright-protected works (e.g. photos, drawings, maps, designs, texts, pdfs, books, videos, plans). In the case of goods with digital elements or other digital content, the seller is responsible for updating the digital content in accordance with § 327f BGB analogously.
(3) All agreements made between us and the supplier for the purpose of executing this contract must be set out in writing in this contract.
(4) Our Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.
(5) Our Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier.
Offer - Offer documents
(1) The supplier is obliged to accept our order within a period of two weeks.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us unsolicited. They must be kept secret from third parties; in this respect, the provisions of § 9 (5) shall apply in addition.
Prices - Terms of payment
(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile", including packaging. The return of packaging requires special agreement.
(2) The statutory value added tax is included in the price.
(3) We can only process invoices if these - in accordance with the specifications in our order - state the order number shown there; the supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 3% discount or within 30 days of receipt of invoice.
(5) We shall be entitled to set-off and retention rights to the extent permitted by law.
(1) The delivery time stated in the order is binding.
(2) The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the stipulated delivery time cannot be met.
(3) In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay in the amount of 1% of the delivery value per completed week, but not more than 5%; we reserve the right to assert further statutory claims (rescission and compensation in lieu of performance). The supplier shall have the right to prove to us that no damage or significantly less damage has been incurred as a result of the delay.
Transfer of risk - documents
(1) Unless otherwise agreed in writing, delivery shall be free domicile.
(2) The supplier shall be obliged to state our order number exactly on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for any delays in processing resulting therefrom.
(3) The goods shall immediately become the property of Regiolux upon delivery to Regiolux; Regiolux shall not recognize any retention of title.
Inspection for defects - liability for defects
(1) We shall be obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time; the complaint shall be deemed to have been made in good time if it is received by the supplier within a period of ten working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.
(2) We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier rectify the defect or deliver a new item, at our discretion. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
(3) We shall be entitled to remedy the defect ourselves at the supplier's expense if the supplier is in default with subsequent performance.
(4) The limitation period shall be 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 445b, 478 para. 2 BGB apply.
(5) The other mandatory provisions of the delivery recourse remain unaffected.
Product liability - Indemnification - Liability insurance cover
(1) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties on first demand insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
(2) Within the scope of his own liability for cases of damage within the meaning of paragraph (1), the supplier is also obliged to reimburse us for any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB which arise from or in connection with a recall action lawfully carried out by us. We shall inform the supplier of the content and scope of such a recall measure - as far as possible and reasonable - in good time in advance and give him the opportunity to comment.
(3) We shall undertake the necessary notification of the competent authority in accordance with the provisions of the ProdSG in agreement with the supplier.
(4) The supplier undertakes to maintain product liability insurance with a lump sum cover of € 10 million per personal injury/property damage for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected.
Industrial property rights
(1) The supplier warrants that no rights of third parties within the European Union are infringed in connection with or by the delivery of its goods.
(2) If claims are asserted against us by a third party for this reason, the supplier shall be obliged to indemnify us against these claims upon first written request.
(3) In the event of claims for damages by the third party, the supplier reserves the right to prove that it is not responsible for the infringement of the third party's rights. We are not entitled to make any agreements with the third party - without the consent of the supplier - in particular to conclude a settlement.
(4) The supplier's obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with the claim by a third party, unless the supplier proves that he is not responsible for the breach of duty underlying the infringement of property rights.
(5) The limitation period for these claims is three years, beginning with the transfer of risk.
Retention of title - Provision of materials - Tools - Confidentiality
(1) Insofar as we provide parts to the supplier, we reserve title to these. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
(3) We reserve title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is further obliged to insure the tools belonging to us at replacement value against fire, water damage and theft at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.
(4) Insofar as the security rights to which we are entitled in accordance with paragraph (1) and/or paragraph (2) exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the supplier's request.
(5) The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the completion of this contract. However, it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known or was demonstrably already known to the supplier at the time of notification within the meaning of sentence 1.
§ 10 Place of jurisdiction - place of performance
(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of residence.
(2) Unless otherwise stated in the order, our place of business shall be the place of performance.
Königsberg, January 2024