I. Scope of application
We exclusively supply commercial customers for their professional needs. Delivery to consumers is excluded.
The following terms and conditions of sale apply to all contracts, deliveries, offers and other services, unless expressly agreed otherwise.
Our terms of sale apply exclusively. Any conflicting or deviating terms and conditions of the buyer that we do not expressly accept shall not be binding on us, even if we do not expressly object to them. The following Terms and Conditions of Sale shall also apply if we execute the Buyer's order without reservation in the knowledge of conflicting or deviating terms and conditions of the Buyer.

Our Terms and Conditions of Sale shall also apply to all future business relations with the Buyer, even if they are not expressly agreed upon again.
By the first sending, at the latest with the acceptance of our deliveries and services, our terms and conditions are considered to be accepted in case of doubt.
All agreements made between the buyer and us for the execution of the sales contracts are set down in writing in the contracts.

II. Offer and Conclusion of Contract
All offers, prices and other advertising documents submitted by us, irrespective of the form in which they are made available to the Buyer, are, unless otherwise agreed in writing, non-binding and subject to the ability of our suppliers to deliver.
Unless otherwise stated, the price offered does not include the statutory value added tax. The services offered are therefore subject to the value-added tax applicable at the time of delivery, plus the costs of packaging, delivery, insurance and other ancillary costs.
If, between the conclusion of the contract and the delivery, the prices of our suppliers or our wages, currency parities, customs duties or other costs which directly or indirectly affect our deliveries change, we shall be entitled to adjust our prices accordingly.
Verbal collateral agreements and assurances of our employees require our written confirmation to become effective. Our sales representatives are only authorized to transmit declarations of the orderer/client to us.

The contract is only concluded by our written order confirmation. If the delivery is carried out without the purchaser receiving a written order confirmation beforehand, the contract is concluded by the acceptance of the delivery under these terms and conditions.
Obvious calculation or spelling errors entitle us to correct them, even in the case of invoices already issued. We reserve the right to make changes in design and form based on technical progress until delivery.
We reserve our property rights, copyrights and other industrial property rights to all illustrations, calculations, drawings and other documents. The purchaser may only pass these on to third parties with our written consent, irrespective of whether we have marked them as confidential.

III. Terms of payment
Unless otherwise agreed, the purchase price is due immediately without deduction before delivery of the goods. The statutory value added tax not included in our prices will be shown separately in the invoice at the statutory rate on the day of invoicing.
A cash discount deduction is only permissible with a special written agreement between us and the buyer. A payment shall only be deemed to have been made when we can dispose of the amount. In the case of payments by cheque, payment shall only be deemed to have been made when the cheque has been cashed.
If the purchaser defaults on a payment, the statutory provisions shall apply. Any agreed discounts will not be granted if the buyer is in arrears with the payment of earlier deliveries.

In case of default of payment by the buyer, we are entitled, after prior reminder, to take back the goods, if necessary to enter the premises of the buyer and to take away the goods. The taking back of the goods does not constitute a withdrawal from the contract. In the event that our purchase price claims are jeopardized by the buyer's inability to pay, we shall be entitled to make further deliveries dependent on concurrent payment or the provision of corresponding securities.
The purchaser shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, have been acknowledged by us or are undisputed. The buyer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

IV. Time of delivery and performance
Delivery dates or periods which have not been expressly agreed as binding are exclusively non-binding information. The periods or delivery times stated by us shall commence upon receipt of our order confirmation, but not before clarification of all details of execution. Likewise, the buyer must fulfill all obligations incumbent upon him properly and on time. Partial deliveries are permissible and can be invoiced separately.

If an agreed delivery deadline is not met due to our fault, the buyer or customer is entitled to withdraw from the contract, but only after the fruitless expiry of a reasonable grace period granted to us together with the declaration to refuse acceptance of the delivery/service after expiry of the deadline. If the buyer or customer suffers damage due to a delay in non-delivery for which we are responsible, our liability shall only extend to cases of intent or gross negligence.

Events due to force majeure, traffic or operational disruptions, strikes, lockouts as well as unforeseeable delivery difficulties shall lead to a reasonable extension of the delivery and performance period. We shall not be liable for any fault on the part of our suppliers. By notifying the buyer/client, we are entitled to extend the delivery periods by the duration of the hindrance. The buyer/client, as well as we have the right to withdraw from the contract if the extension of the delivery time is more than three months for one of the above reasons.
Any further liability for a delay in delivery for which we are responsible is excluded. The Buyer's further statutory claims and rights to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.

V. Packing/Shipping and Transfer of Risk
Loading and shipment shall be uninsured and at the risk of the Buyer. We shall endeavor to take into account the wishes and interests of the Buyer with regard to the type of shipment and shipping route. Any additional costs incurred as a result - even if freight prepaid delivery has been agreed - shall be borne by the Buyer.
We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance, with the exception of pallets. The Buyer shall dispose of the packaging at his own expense.
If shipment is delayed at the request or through the fault of the Buyer, we shall store the goods at the expense and risk of the Buyer. In this case, notification of readiness for shipment shall be deemed equivalent to shipment.
With the handover to the forwarding agent, carrier or collector, at the latest when the goods leave our warehouse, the risk including seizure shall pass to the buyer/client. This also applies to partial deliveries, subsequent deliveries and rectification of defects.
Packaging shall be carried out at cost price and in a manner customary in the trade.

VI. Retention of Title
We retain title to the goods until the purchase price has been paid in full. In the case of goods which the buyer purchases from us within the framework of an ongoing business relationship, we retain title until all claims, irrespective of their legal basis, including claims arising in the future or conditional claims, also from contracts concluded at the same time or later, have been fulfilled. In case of breach of contract by the buyer, e.g. default of payment, we have the right to take back the goods subject to retention of title after setting a reasonable period of time. If we take back the goods subject to retention of title, this constitutes a withdrawal from the contract. If we seize the reserved goods, this shall constitute a withdrawal from the contract. We are entitled to utilize the reserved goods after taking them back. After deduction of an appropriate amount for the utilization costs, the utilization proceeds are to be offset against the amounts owed to us by the buyer.
The buyer shall treat the reserved goods with care and insure them adequately at replacement value against fire, water and theft damage at his own expense. Maintenance and inspection work that becomes necessary shall be carried out by the Buyer in due time at its own expense.

The Buyer shall be entitled to sell and/or use the reserved goods properly in the course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The claims arising from the resale or any other legal reason (insurance, tort) with regard to the reserved goods, including all balance claims from current account, are already now assigned to us by the purchaser in full by way of security. We hereby accept the assignment to this extent. We revocably authorize the buyer to collect the claims assigned to us for his account in his own name. The direct debit authorization can be revoked at any time if the buyer does not properly meet his payment obligations. The Buyer shall not be authorized to assign this claim, even for the purpose of collecting the claim by way of factoring, unless the obligation of the factor to effect the counter-performance in the amount of the claim directly to us is established at the same time as long as there are still claims of us against the Buyer.
Any processing or transformation of the goods subject to retention of title by the Buyer shall in any case be carried out on our behalf. If the goods subject to retention of title 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 the goods subject to retention of title (final invoice amount incl. VAT) to the other processed items at the time of processing. The same shall apply to the new item created by processing as to the reserved goods. In the event of inseparable mixing of the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount incl. VAT) to the other mixed items at the time of mixing. If the Buyer's item is to be regarded as the main item as a result of the mixing, the Buyer and we agree that the Buyer shall transfer co-ownership of this item to us on a pro rata basis. We hereby accept the transfer. The Buyer shall keep our sole or co-ownership of an item thus created in safe custody for us.

In the event of access by third parties to the goods subject to retention of title, in particular seizures, the Buyer shall draw attention to our ownership and notify us immediately so that we can enforce our ownership rights. Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the purchaser shall be liable for these.
We shall be obliged to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; in this context, we shall be responsible for selecting the securities to be released.

VII. Warranty/Liability
Claims for defects on the part of the purchaser shall only exist if the purchaser or customer has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Defects, the absence of warranted characteristics, transport damage, shortages or incorrect deliveries must be reported in writing immediately after delivery, with immediate cessation of any processing, within a period of one week, beginning with the date of receipt of the delivery by the buyer/customer; non-obvious defects must be reported within a period of one week after their discovery. If he fails to give such immediate notice, the delivery shall be deemed to have been approved. The carrier must also be notified immediately of any transport damage that has occurred. In all other respects § 377 HGB remains unaffected.

If a defect in the delivered goods is proven, we shall, at our discretion, either repair or replace the goods, provided that the Buyer has returned the defective product or product part to us with a repair tag explaining the detailed circumstances under which the defect became apparent. Three attempts to remedy the defect shall be deemed reasonable in any case. If the rectification or replacement fails, the buyer or customer has the right to rescind the contract or reduce the purchase price. Further claims are excluded, unless mandatory statutory provisions to the contrary.

Insofar as the customer demands delivery of a new item or withdrawal from the contract, he shall be obligated, without prejudice to the supplier's rights to restitution of the defective item and compensation for lost value, to compensate a user discount for the benefits derived. Insofar as the buyer or customer does not prove lower use or the supplier does not prove higher use, the contracting parties shall assume a deduction for use in the following amount:
For a period of use
- of more than 1 - 3 months 15% of the sales value
- more than 3 - 6 months 20% of the sales value
- more than 6 - 12 months 30% of the sales value
- more than 12 - 24 months 50% of the sales value.

If the purchaser does not give us the opportunity to convince ourselves of the defect, in particular if he does not immediately provide the rejected goods or samples thereof upon request, all claims for defects shall lapse.

Our warranty and / or guarantee obligation is excluded in the case of a) damage and loss caused by contractual goods or their use, as well as damage caused by modification, faulty installation, fire, lightning, etc.; b) improperly carried out repair work or the like. b) Improperly performed repair attempts as well as other interventions by customers or other unauthorized persons; c) Damage due to non-observance of the operating instructions; d) Transport damage; e) Damage due to the use of unsuitable or inferior spare parts, operating materials or consumables; f) Damage caused to the buyer/client by natural wear and tear, moisture, strong heating of the rooms, other weather and temperature influences; g) Goods for which there is no warranty obligation as is customary in the trade (wearing parts); h) Claims due to minor deviations in the design compared to the catalogs, advertising materials, samples, etc.; i) Poor maintenance of the goods. ; i) Poor maintenance of the goods by the buyer/client; We shall be liable for repair work, spare parts or replacement to the same extent as for the original goods until the expiry of three months after delivery of the spare part or replacement device or after performance of the repair work, but at least until the expiry of the original warranty obligation for the delivery item.

Our information on the object of delivery and performance in our catalogs, brochures, advertisements and price lists are merely descriptions, markings and reference values. They are only approximate and without guarantee. The assurance of properties and the exclusion of deviations customary in the industry require an express written agreement in each individual case.

Rectification orders within the scope of warranty or guarantee, wrong deliveries as well as other repair orders are to be sent to us free of freight and protocol charges. In the case of obvious wrong deliveries, the buyer will be reimbursed for the resulting shipping costs. Due to the agreements made with some manufacturing companies, we are entitled to refer the buyer/client to the manufacturer after appropriate notice regarding the repair.
Insofar as we have provided the planning/programming for the installation of complex lighting, control and network systems, the buyer/customer as installer is obliged to adhere to this planning and to make changes, including minor deviations from it - both during installation and during subsequent repairs - only with our consent. We will not accept any compensation for damages - of any kind whatsoever - which are due to an unauthorized deviation of the purchaser or customer from the specifications.

Warranty claims shall become statute-barred 12 months after delivery of the goods to the buyer, unless we have fraudulently concealed the defect; in this case, the statutory provisions shall apply. Liability for defects is excluded for goods that are not new and therefore used.
Insofar as claims, in particular claims for damages arising from impossibility, delay and breach of ancillary contractual obligations, culpa in contrahendo, tort, including insofar as such claims are in connection with warranty rights of the buyer/client, are not expressly conceded in these terms and conditions, they shall be excluded to the extent legally permissible unless they are based on an intentional or grossly negligent breach of contract on our part.
The liability of the legal representatives, vicarious agents and employees towards the buyer/client shall be excluded except in cases of intent and gross negligence.

Advice and information are given to the best of our employees' knowledge, but without obligation and to the exclusion of any liability. Insofar as the Product Liability Act applies, the limitations of liability pursuant to paras. 1 and 2 shall not apply to the purchaser's claims for liability and endangerment, bodily injury and private property damage arising therefrom, unless the law expressly permits such exemption from liability.
Liability is excluded for indirect damage and consequential damage, in particular loss of profit, claims by third parties and loss of data.
Any claims for damages shall be limited in amount to such damages whose possible occurrence was to be expected at the time of acceptance of the order according to the circumstances known to us at that time.

In this case, claims for damages are limited to ten times the value of the order, but not more than 51,000.00 EUR.
Claims for damages shall become time-barred one year after delivery of the goods. This shall not apply in the case of injury to life, limb or health for which we, our legal representatives or our vicarious agents are responsible, or if we, our legal representatives have acted with intent or gross negligence, or if our ordinary vicarious agents have acted with intent.

VIII. Place of performance, place of jurisdiction, applicable law
The place of performance and jurisdiction for deliveries and payments as well as for all disputes arising between us and the Buyer from the purchase contracts concluded between us and the Buyer shall be our registered office in Bad Schwalbach. However, we shall also be entitled to sue the Buyer at his place of residence and/or business.
The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

IX. Severability clause
Should individual provisions of our Terms and Conditions of Sale be or become invalid or unenforceable, the remaining provisions shall remain valid.
The parties undertake to replace the invalid or unenforceable provision from the beginning of the invalidity or unenforceability by a provision that comes as close as possible to the invalid or unenforceable provision in all respects.