General Terms and Conditions (GTC) of LIGHTEQUIP GmbH & Co. KG  (05/22)

§ 1 General Provisions / Scope of Application

1. These General Terms and Conditions of Sale apply exclusively. We do not accept any terms and conditions of the customer that conflict with or deviate from these GTC unless we have expressly agreed to their validity in writing. These GTC shall also apply if we carry out delivery to the customer without reservation despite being aware of conflicting or deviating terms and conditions of the customer.
2. These GTC shall also apply to all future business transactions with the customer.
3. Any agreements made between us and the customer regarding the content and performance of a contract must be set out in writing in the respective contract.

§ 2 Orders

1. Our price lists, information on our website, and other documents constitute an invitation to submit offers (invitation ad offerendum) and not an offer on our part, unless expressly designated by us in writing as an offer. Orders placed by customers constitute binding offers, which we may accept within five (5) business days.

§ 3 Prices and Payment Terms

1. Upon publication of a new price list, all previous price lists shall be superseded. Unless otherwise stated in the order confirmation, our prices apply ex warehouse Cologne, packed in standard commercial packaging. Special packaging, pallets, and lifting equipment shall be charged separately.
2. For orders with a total value of up to EUR 20.00, we reserve the right to charge a handling surcharge of EUR 5.00.
3. Neutral shipping (delivery to a third party using the customer’s delivery note) is possible for a surcharge of EUR 5.00 per parcel and upon provision of the original delivery note.
4. After conclusion of the contract, we may adjust prices to reflect changes in inflation occurring between the month of contract conclusion and the month of delivery; however, in the case of consumers, such price adjustments shall not take effect earlier than four (4) months after conclusion of the contract.
5. Statutory VAT is included in our prices; for business customers, VAT shall be itemized separately on the invoice at the statutory rate applicable on the invoice date.
6. Any deduction of cash discounts requires a separate written agreement.
7. Unless otherwise stated in the order confirmation, the purchase price shall be payable in full within ten (10) days from the invoice date. In individual cases, we reserve the right to deliver only against advance payment or cash on delivery.
8. We may charge a reminder fee of EUR 10.00 for each payment reminder issued.
9. The customer shall only be entitled to set off claims if its counterclaims have been legally established, are undisputed, or have been acknowledged by us. A right of retention may only be exercised insofar as the counterclaim arises from the same contractual relationship.
10. We reserve the right to reasonably adjust prices if, after conclusion of the contract, material costs, personnel costs, and/or exchange rates for imported goods change.

§ 4 Cancellation Costs

1. If the customer withdraws from the contract for reasons not attributable to us, we are entitled to charge a reasonable cancellation fee of at least EUR 10.00 or up to a maximum of 20% of the value of the goods. The customer retains the right to prove that no damage or a lesser amount of damage has occurred. Any transport costs already incurred shall be borne by the customer; return shipment shall be at the customer’s expense.

§ 5 Delivery Time

1. The commencement of the delivery period specified by us is subject to the clarification of all technical issues.
2. Compliance with our delivery obligations further requires the timely and proper fulfillment of the customer’s obligations. We reserve the right to plead non-performance of the contract.
3. If the customer is in default of acceptance or culpably breaches other duties to cooperate, we shall be entitled to claim compensation for the resulting damage, including any additional expenses incurred. Further claims remain reserved.
4. If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time the customer is in default of acceptance or debtor’s default.
5. We endeavor to comply with delivery and performance deadlines; however, we reserve the right to extend such deadlines, in particular if unforeseen delays occur on the part of our suppliers.

§ 6 Transfer of Risk, Packaging and Shipping

1. Unless otherwise stated in the order confirmation, delivery shall be ex warehouse Cologne.
2. Transport packaging and all other packaging in accordance with the Packaging Act shall not be taken back, with the exception of reusable pallets. The customer shall be responsible for proper disposal at its own expense.
3. If the customer requests shipment, this shall be at the customer’s cost and risk. The customer determines the shipping method; if not specified, the choice shall be at our discretion. Standard shipping is carried out via UPS, freight forwarder, or comparable service provider (insurance at the customer’s expense included). Handling charges based on format and/or weight shall be borne by the customer.
4. Shipments whose exterior indicates damage to the contents shall only be accepted subject to claims for damages against the carrier, and any damage must be reported to the carrier immediately.

§ 7 Defects

1. Claims for defects by customers who are entrepreneurs require that they have duly complied with their inspection and notification obligations pursuant to § 377 German Commercial Code (HGB).
2. The following applies to consumers: missing goods must be reported within eight (8) calendar days after receipt of the shipment, by sending in the delivery note. Complaints regarding defects must be made immediately after expiry of the eight-day period.
3. In the event of a defect, the customer shall be entitled, at its discretion, to subsequent performance in the form of repair or replacement delivery. In the case of repair, we shall bear all expenses necessary for remedying the defect, in particular transport, travel, labor, and material costs, unless such costs increase because the goods have been taken to a location other than the place of performance.
4. If subsequent performance fails, the customer shall be entitled, at its discretion, to withdraw from the contract or to demand a reduction of the purchase price.
5. The limitation period for defect claims shall be twelve (12) months calculated from the transfer of risk. This shall not apply to consumers, for whom the statutory warranty period of two (2) years applies.

§ 8 Liability

1. In the event of a delay in delivery, we shall be liable in accordance with statutory provisions if the underlying purchase contract constitutes a fixed-date transaction. We shall also be liable if, due to a delay for which we are responsible, the customer is entitled to assert that its interest in further performance of the contract has ceased. In such cases, liability shall be limited to liquidated damages of 1% of the delivery value per completed week of delay, up to a maximum of 10% of the delivery value.
2. Furthermore, we shall be liable in accordance with statutory provisions if the customer asserts claims for damages based on our intent or gross negligence, or on the intent or gross negligence of our legal representatives or vicarious agents. In cases of simple negligence, liability shall be limited to the foreseeable, typically occurring damage.
3. We shall also be liable in accordance with statutory provisions if we culpably breach a material contractual obligation (cardinal obligation); in this case, liability for simple negligence shall be limited to the foreseeable, typically occurring damage.
4. Liability for culpable injury to life, body, or health shall remain unaffected in all cases; this also applies to mandatory liability under the German Product Liability Act.
5. Any further liability for damages—irrespective of the legal nature of the asserted claims—is excluded unless otherwise stipulated above. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty, or tortious claims for property damage pursuant to § 823 German Civil Code (BGB).
6. To the extent that our liability for damages is excluded or limited, this shall also apply with regard to the personal liability of our employees, staff, representatives, and vicarious agents.

§ 9 Retention of Title

1. We retain title to the purchased item until full payment of all claims arising from the delivery contract. In the event of breach of contract by the customer, in particular default of payment, we shall be entitled, after setting a reasonable deadline, to take back the goods. Taking back the goods shall constitute withdrawal from the contract. After taking back the purchased item, we are entitled to sell it; the proceeds of the sale shall be offset against the customer's liabilities, less reasonable costs of sale.
2. While the retention of title exists, the customer shall be obliged to treat the goods with care and, in particular, to insure them at its own expense against fire, water, and theft damage at replacement value. Any required maintenance and inspection work must be carried out by the customer at its own expense.
3. In the event of seizure or other interference by third parties, the customer shall notify us immediately in writing so that we may file an action pursuant to § 771 German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for judicial or extrajudicial costs, the customer shall be liable for the resulting loss.
4. The customer shall be entitled to resell or lease the purchased items in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the final invoice value (including VAT) arising from resale or leasing against its customers or third parties, irrespective of whether the goods are resold or leased before or after processing. The customer shall remain authorized to collect these claims even after assignment. Our right to collect the claims ourselves remains unaffected. We undertake not to collect the claims as long as the customer meets its payment obligations, is not in default, no insolvency proceedings have been applied for, and no cessation of payments exists. If this is no longer the case, we may require the customer to disclose the assigned claims and their debtors, provide all necessary information for collection, hand over related documents, and notify the debtors of the assignment.
5. Processing or transformation of the purchased items by the customer shall always be carried out on our behalf. If the goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods (final invoice amount including VAT) relative to the other processed items at the time of processing.
6. If the purchased items are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods (final invoice amount including VAT) relative to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers proportional co-ownership to us. The customer shall hold the resulting sole or co-ownership in custody for us.
7. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released shall be at our discretion.

§ 10 Place of Jurisdiction, Place of Performance, Data Processing

1. If the customer is a merchant, our registered office shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at its place of residence.
2. The law of the Federal Republic of Germany shall apply; the validity of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.
4. The European Commission provides a platform for online dispute resolution (ODR) for disputes arising from online purchase or service contracts involving consumers at: https://ec.europa.eu/consumer/odr. We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
5. We store the customer data necessary for business transactions based on the customer’s consent. Further information can be found in our privacy policy available on our website at: https://www.lightequip.com/en/legal/data-protection/

LIGHTEQUIP GmbH & Co.KG · Wilhelm-Mauser-Str.41-43 · 50827 Köln
fon: +49 (0)221 - 958 40 50 · fax: +49 (0)221 - 958 40 55 / Email: info@lightequip.de · www.lightequip.com