1 General terms and conditions
1.1 These conditions shall exclusively apply to all present and future business relationships with resellers or commercial buyers (purchasers) in terms 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 Quotation of prices and services are only binding for the supplier, if they were confirmed by him or a delivery was made. Any other declarations and approvals must be made in writing to be binding.
2 Offer and acceptance of orders
2.1 Offers contained in brochures, advertisements, Internet pages etc. are subject to change and not binding, even with regard to price quotations. Individual offers made in writing by the supplier shall be ineffective at the latest 90 days after date of the offer, insofar as no acceptance was made.
2.2 If incoming orders arriving at the supplier are not confirmed in writing or implemented within one month after their receipt, the purchasor is entitled to withdraw the order without any claims for damages whatsoever to be asserted against the supplier.
2.3 We will invoice a reduced-quantity surcharge of 25 euros if the net order value is less than 250 euros.
3.1 The prices are calculated in Euro exclusive of VAT, which is invoiced separately according to the rate 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.
3.2 The prices apply, unless other agreements are made in writing, within the Federal Republic of Germany ex works including original packing which is not taken back on the account of an agreement of the supplier with Interseroh GmbH.
3.3 The non-private purchaser undertakes to guarantee the disposal of the delivered products according to the provisions of the ordinance on the disposal of electrical and electronic equipment. In case of resale the purchaser shall assign these obligations to his contract partner.
4 Terms of payment
4.1 Insofar as nothing else is agreed upon, all payments must generally be made within 30 days following invoice date. They can, upon option of the supplier, be offset against other, still outstanding claims. A discount of 2 % shall be granted by the supplier for payments that arrive with the supplier within 8 days following the invoicing date. Checks may be accepted for the purpose of payments.
4.2 The purchaser’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.
4.3 If the purchaser 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.
4.4 If the purchaser 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.
5 Reservation of title
5.1 The supplier retains title of the goods until the complete payment of all claims resulting from a current business relationship. A pledge or chattel mortgage of the reserved goods is not permissible.
5.2 In the case of the permissible resale of the reserved goods within the ordinary course of business, the purchaser assigns already now to the supplier, until payment of all claims of the supplier, 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 purchaser with its customers. If the reserved goods are sold together with other goods without agreeing upon an individual price for the reserved goods, the purchaser assigns to the supplier the priority over the other claims for such part of the total price claimed which corresponds to the value invoiced by the supplier. Until revoked, the purchaser is authorized to collect the assigned demands from the resale, he is not entitled to dispose of them otherwise, e.g. by assignment. Upon request of the supplier the purchaser must inform the customer about the assignment and to furnish the supplier the necessary documents for the assertion of his rights towards the customer, e.g. to deliver invoices and to provide the required details.
5.3 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, the supplier has the right to withdraw from the contract and to require the return of the goods. The purchasor is obliged to procure the supplier with the possession of the goods. The purchaser grants to the supplier or any authorized representative of the supplier the access to all business premises during business hours. The supplier is entitled to use the reserved goods with the diligence of a prudent businessman and to satisfy himself with the offsetting of open claims with their proceeds.
5.4 If the value of the security exceeds the claims of the suppliers towards the purchaser resulting from the current business relationship to more than 20 % in entirety, the supplier is obliged, when requested by the purchasor, to release securities it is entitled to according to choice.
6.1 The delivery shall be made for a net order value of more than 1,200 Euro: free loading area ship-to address within Germany.
6.2 Delivery terms are only binding if they have been expressly confirmed by the supplier as being binding.
6.3 The delivery period begins with the date of written agreement about the order between purchaser and supplier. The delivery term is respected if the goods have departed the warehouse within this period. If delivery or handling is delayed for reasons for which the supplier cannot be held responsible, the delivery period is deemed as met if notification that goods are ready for dispatch is made within the agreed delivery period.
6.4 If it has been proved that the non-compliance of the delivery period is due to mobilization, war, riot, strike, lockout or the occurrence of other unexpected events which are beyond control of the supplier or its sub-contractors, the delivery time is prolonged correspondingly.
6.5 If the supplier is in default of delivery, the purchaser may claim a compensation for default of 0.5 % for each accomplished week of default, amounting to a total of 5 % of the value of the goods delivered too late. 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 the legal provisions, the purchaser may only withdraw from the contract, insofar as the supplier is responsible for delay in delivery.
6.6 The purchaser is obliged, upon request of the supplier, to declare within a reasonable term whether he withdraws from the contract because of delay in delivery and/or whether he claims damages instead of the performance or insists on delivery.
6.7 If the purchaser causes delay in shipment or delivery of the goods, the supplier is entitled to invoice him for any incurring additional costs.
6.8 Partial deliveries are permissible, unless justified interests of the purchaser are opposed to them.
The risk is passed to the purchaser upon handing over of the goods to the forwarding agent or the haulage contractor, regardless of who pays the costs of the delivery. If the purchaser requires, we will arrange for transport insurance; any costs arising from this are borne by the purchaser. Transport breakage is not replaced if breakage insurance is refused.
8.1 The purchaser shall specify to the supplier the name(s) of one or several person(s) who is/are authorized to accept the delivery and sign the delivery note in due time prior to the delivery date. This applies in particular if the delivery address is not the purchaser's registered office.
8.2 If none of the persons authorized 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. He shall also pay any additional costs which are incurred in the event that another delivery has to be effected.
8.3 The purchaser 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. Negligible defects do not justify a refusal of acceptance by the purchaser.
9 Returning 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 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 reworking, freight and packaging costs will be charged to the purchaser. special and recessed luminaires may not be returned.
10.1 The supplier guarantees against defects in the goods, initially according to his option of either repair or replacement delivery.
10.2 If repair or replacement fails, the purchaser generally may require according to his option lowering of the payment (reduction) or cancellation of the contract (rescission). In case of only insignificant lack of conformity with the contract, in particular in case of insignificant defects, the customer is not entitled to the right of rescission.
10.3 The purchaser must notify the supplier concerning any defects within a period of two weeks after receipt of goods, otherwise the assertion of the warranty claim is excluded.
10.4 If the purchaser chooses after failed subsequent performance to withdraw from the contract, he is not entitled to any additional claim for damages because of the defect.
10.5 The warranty period amounts to one year from date of the passing of the risk of goods. This shall not apply if the purchaser has not notified us in time concerning the defect.
10.6 The supplier guarantees for subsequent rectification of defects and replacement of goods to the same extent as for the original goods, namely until expiration of the warranty period applicable. This shall not apply to rectification measures which have only been performed as a gesture of goodwill.
10.7 Claims made by the Customer against the Supplier for expenses of the Customer or its Buyer which are necessary due to the supplementary performance or for the purpose of the supplementary performance, in particular clarification, transport, infrastructure, labour and material costs, shall be excluded. These shall, in particular, also include the costs for necessary recommissioning, software reinstallations or software updates.
If the Supplier nevertheless meets its obligation to defray costs and expenses, the Supplier shall be entitled, in the event that the costs are disproportionate, to refuse to reimburse expenses due to or for the purpose of the supplementary performance or to limit the reimbursement to a reasonable amount. The Supplier shall also be entitled to reimburse these expenses by means of a credit note for goods. In that case, the Supplier is not obliged to provide advance payments for transport costs or damage assessment costs.
Any claim for compensation for damages which have not occurred on the goods themselves shall be excluded.
This shall not apply insofar as liability is imposed by law for example in cases of intent, gross negligence, the lack of assured characteristics or the Product Liability Act.
10.8 All forms of manipulation to our products and their packaging such as modification, reworking and re-stamping are impermissible and breach our registered trademarks among others. Such modifications may negatively influence the technical properties of our products, destroy them and possibly cause consequential damages to other objects. Regiolux GmbH cannot be held responsible in any way for damages thus caused by such modifications.
11.1 As far as it is not expressly stipulated otherwise in these conditions, the claims against the supplier and any person employed by him in the performance of his obligation and any vicarious agent resulting from damages, including consequential damages, which occur to the purchaser or a third party, in particular such damages resulting from fault at contract conclusion, culpable breach of an obligation and negligent and impermissible actions are excluded.
11.2 This does not apply, as far as compelling liability is given in case of intent, gross negligence, lack of the guaranteed properties or the Product Liability Act. Furthermore, the limitation on liability shall not apply in case of personal and health injuries ascribed to the supplier and in case of loss of life.
11.3 The purchaser’s claim for damages for defect becomes time-barred after one year from date of the passing of the risk of the goods. This shall not apply if the supplier can be accused of malice.
12 Final provisions
The laws of the Federal Republic of Germany shall apply. Hassfurt is exclusive jurisdiction for all litigations. The invalidity of any term of these conditions shall not affect any part of the remaining conditions and the contract itself.
Königsberg, July 2018