§1 Area of Validity and Application
1. The following General Terms and Conditions of business apply exclusively.
2. We supply exclusively to the specialised trade; therefore, our Terms and Conditions of business apply only to companies subsequently termed „dealers“ as contemplated by Section 14 of the German Civil Code (BGB).
3. General Terms and Conditions of business of the dealer, which vary or contradict the following provisions, do not become a constituent part of the contract, even if we are aware of them, unless their validity is then expressly agreed upon, in writing.
4. With the first order after receipt of these conditions of sale and with every subsequent one, the dealer acknowledges these as a binding provision of the business relationship with us, and waives the provision and application of his own conditions for a large number of contracts of pre-formulated contractual conditions.
5. Our conditions also apply for all future transactions between us and the dealer, without requiring their express renewed inclusion; if the conditions have been modified, these apply from the point in time at which they were received by the dealer or at which he had the possibility to take note of them, unless he immediately objects in writing.
§ 2 Conclusion of the Contract / Contents of the Contract
1. With the order of the goods, the dealer declares bindingly that he wishes to acquire them. The acceptance of the order can take place in writing or by means of delivery of the goods.
2. We reserve to ourselves, after the concluding of the contract, the following modifications to the products contracted: product modifications in the course of ongoing product improvement and further development; insignificant and non-essential variations in colour, form, dimension, weight or quantity; variations customary in the trade.
3. The named prices are our current sale prices, and are based upon presently valid prices for materials, purchases, and wages. If more than four months lie between entering into the contract and delivery, without our being responsible for a delay in delivery, the price can be appropriately increased in consideration of material, wage, purchase and other ancillary costs which may arise. If the purchase price increases by more than 25%, the dealer is entitled to withdraw from the contract.
4. We are expressly entitled to partial deliveries and partial services.
§ 3 Prices, Delivery Conditions, and Payment Conditions
1. The price is calculated by us according to the price lists applicable at each respective point in time of the contract‘s conclusion, and is a component of the contract. (Misprints and mistakes are reserved.) Modifications are individually and separately stipulated. The prices are meant as be net, from our warehouse in Karlsbad, in addition to the respective applicable statutory Value Added Tax, exclusive of packaging and assembly. Freight, postage, customs, transport, insurance and other ancillary costs are separately imposed as matters stand at the time of the order. All prices are meant as being without any possible disposal fees with regard to the European Guideline for Disposal of Used Electrical and Electronic Appliances (WEEE).
2. Deliveries will take place exclusively by cash on delivery, unless another method of payment was stipulated. The method of payment is to be noted on the order form, and is to be confirmed by us in writing on the order. The enforcement of defects or reductions does not affect the deadline when the remaining payment of the purchase price falls due. Defects in part of goods delivered to not justify a complaint against the entire delivery.
3. If the customer, in the course of the mode of payment, delays in payment, we are entitled, without need of a reminder, to demand interest payments for the delay in the amount of 9 percentage points over the basis interest rate in terms of Section 247 of the German Civil Code (BGB). We are entitled to enforce higher damages for delay, to the extent that we can verify them.
§ 4 Deliveries Outside Germany
1. The dealer alone bears responsibility for the bringing of our goods outside of Germany.
2. The dealer is to take care that the respective technical and statutory guidelines of his country are fulfilled. He bears the cost burden of implementing them.
§ 5 Transfer of Risk / Transport
1. Once the subject-matter of delivery has been brought to shipment or collected, the risk shifts to the dealer also with carriage-paid delivery. As a rule, we book insurance for € 1.50 net for the shipment and delivery of the subject-matter of performance. However, we reserve the right to adjust this amount as an exception to the respective delivery. The costs of transport insurance are to be borne by the dealer.
2. The dealer is not allowed to accept the delivery under reservation. He may not refuse the acceptance of deliveries due to non-material defects.
3. If, within the stipulated time limits, the deliveries are not accepted or orders are not retrieved by the dealer, we have the right to withdraw from the contract after setting a deadline and warning of refusal.
4. In this case, the dealer owes at least flat rate compensatory damages in the amount of 30% of the order‘s net value, insofar as he cannot verify a lower amount of damages.
5. In case of damage or loss of the object of delivery while in transport, the dealer is obligated to arrange with the freight driver, without delay, a written notation of the damages. Written notice thereof is to be made to us within 3 days. We are n not liable for damages in transport.
6. Incorrect or incomplete deliveries are to be reported to us in writing, individually, at the place of destination, within seven days after the arrival of the subject-matter of performance; otherwise, any and all claims for substitution are precluded.
§ 6 Liability
1. We assume no liability for damages, particularly consequential damages, which arise through improper treatment of the articles.
2. We assume liability only for articles, which we, or our employees, cause intentionally or through gross negligence. Liability is limited in its amount to the damage which, at the point in time of the concluding of the contract, were foreseeable, and which are based upon circumstances, which were known or ought to have been known to us.
3. In any case, the greatest amount of liability amounts to five times that of the net value of the order.
4. In view of the danger of higher (consequential) damages and in view of the highest liability amount, we advise insurance upon conclusion of the contract.
§ 7 Guarantee
1. The time limit of the guarantee amounts to two years from the date of delivery. Guarantee for the delivery of used items, lighting, remaining stock, and discontinued lines is precluded.
2. Claims against the guarantee are precluded if the goods were damaged or destroyed due to the fault of the dealer. The applies particularly if the goods were improperly treated, mechanically damaged, opened, re-built or destroyed or damaged through connection with other devices.
3. The prerequisite for the dealer’s claims against the guarantee is the written notice, without day, of obvious defects, no later than within a time limit of 7 days from receipt of the goods. Upon the discovery of non-obvious defects, the obligation for reproof without delay applies, no later than within 7 days from the discovery of the defect. The timely dispatch of the notice suffices to ensure the dealer’s rights. Otherwise, the goods are considered as approved with regard to the respective defect. For keeping the term, timely dispatch suffices. As a complementary provision, Section 377 of the German Commercial Code (HGB) applies.
4. Initially, we shall provide a guarantee for defects of goods by means of improvement or substitute delivery, at our discretion. If the improvement fails twice, the dealer can fundamentally demand a reduction or a rescission of the contract, at his discretion. In the case of a merely insignificant lack of conformity, particularly with only insignificant defects, the customer is not entitled to any right of rescission.
5. Our guarantee extends only to the goods delivered by us, but not, however, to any possible consequential costs, such as working time, driving, etc. In particular, the dealer is obligated to examine the products for proper function prior to further processing.
§ 8 Guidelines for Complaints
Prerequisites for Complaints within the framework of the Guarantee are in §7.
1. Defective Articles
a. Complaints are to be reported by telephone at +49 (0) 7248 9271 620.
b. Therewith, the invoice number, article number and reason for the complaint are to be named.
c. We shall send the dealer a confirmation of the complaint and an RMA form with an RMA number.
d. The dealer will send the defective goods back to us within 7 days cost free, with the RMA form and a copy of the invoice.
e. The RMA number must be legibly affixed to the shipment; otherwise, no acceptance can take place.
f. Carriage forward reshipments cannot be accepted.
g. We will examine the goods, and in case of a justified complaint we will correct it by repair or exchange. Only those goods which are listed on the RMA form will be considered for examination.
h. In no case do we guarantee an advance replacement. In the case of an advanced sale, the dealer bears the sole risk.
2. Incorrect Delivery / Duplicate Delivery
a. Incorrect and duplicate deliveries are to be reported within 7 days, by telephone at the number +49 (0) 7248 9271 620.
b. The invoice number and the article number are to be cited therein.
c. We will have the article that was delivered incorrectly or in duplicate picked up by our freight driver.
d. In the case of incorrect delivery, we will send the correct article.
e. In the case of a duplicated delivery, the dealer will receive a credit note.
f. In every case, we reserve the right to examine whether, for an incorrect or duplicate delivery, fault of the dealer is present.
§ 9 Goodwill and Fair Dealing Guidelines
Under certain prerequisites, we make enable our dealers to make returns, exclusively of the intact goods in their original packaging. Precluded from exchange and return are specially manufactured items, remaining stock, discontinued lines, and lighting.
1. Sample Delivery
a. A sample delivery is a sales-promoting technique. The dealer receives the possibility of ordering 1 piece per article, for viewing. The desire to receive a sample delivery must be stated upon ordering. The net worth of the goods must amount to at least € 10.00 net. A subsequent declaration as a sample delivery after shipment of the good is not possible.
b. The return of sample goods can take place only after notification by telephone under +49 (0) 7248 9271 620 within 28 days after receipt of the goods.
The invoice number and the article number are to be cited therein. The dealer shall receive a confirmation of the complaint and an RMA form with an RMA number.
c. Within seven days after reporting, the dealer shall send the goods, intact and in their original packaging, cost free with the copy of the invoice and the RMA form, back to Deko-Light.
The RMA number is to be legibly affixed to the package. Carrier forward packages, or packages without the RMA number, cannot be accepted and processed by us.
d. After the goods are successfully checked, the customer will receive a credit note. We guarantee the credit note to 100% of the net value of the goods upon a reporting for return within 14 days after receipt of the goods.
In the case of reporting 15-28 days after receipt of the goods, we will retain a storage fee in the amount of 20% of the net value of the goods.
2. Goods do not correspond to presentation / Incorrect ordering / Order cancelled
a. For a return, the net worth of the goods per article and quantity must meet an amount of at least € 25.00.
b. The return of goods can take place only after notification by telephone under +49 (0) 7248 9271 620 within 28 days after receipt of the goods.
c. The reason and the invoice and article numbers are to be cited thereby. The customer will receive as confirmation a confirmation of complaint and an RMA form and RMA number.
d. Within seven days after reporting, the dealer shall send the goods, intact and in their original packaging, cost free with the copy of the invoice and the RMA form, back to Deko-Light.
e. The RMA number must be legibly affixed to the shipment. Carriage forward packages, or packages without RMA numbers, cannot be accepted and processed by us.
f. After the goods are successfully examined, the dealer shall receive a credit note. Only those goods which are listed on the RMA form will be considered for examination.
g. In every case, we invoice a processing fee of €10.00 net.
h. For an application for return within 14 days after receipt of the goods, we grant a credit of 100% of the net value of the goods.
i. In the case of an application 15-28 days after receipt of the goods, we additionally reserve the right to a storage fee in the amount of 20% of the net value of the goods.
§10 Reservation of Title
1. Pending complete payment of the purchase price, the delivered goods remain our property.
2. The dealer is empowered, until revocation, to sell or dispose of, in the ordinary course of business, the objects of performance standing under reservation of title. In the case of sale or disposition of the reserved goods, the dealer assigns his already existing claims against his purchaser from the sale, with all ancillary rights, to us. The dealer is revocably empowered to collect on the assigned claims, but, however, may not dispose of them in any other manner. The dealer obligates himself not to stipulate to any prohibition of assignment with his purchasers, insofar as our secured rights thereof are affected. If a purchaser of the dealer insists upon a prohibition of assignment, the dealer is to inform us thereof without delay. During the existence of the reservation of title, a pledging or chattel mortgage is proscribed to the dealer.
3. If the object of purchase is inseparably commingled with other objects not belonging to us, we shall acquire joint ownership of the new item in proportion to the value of the object of purpose to the other commingled objects at the point in time of the commingling. It is considered as stipulated that the dealer conveys to us the proportionate property if the commingling of the item takes place in such a manner that the item of the dealer is to be seen as the main item. The dealer shall safeguard the property thus coming into existence for us as sole property or as joint property.
§ 11 Final Clauses
1. Place of performance is our company’s registered place of doing business, at Karlsbad, 76307, Germany. The exclusive court of jurisdiction for all disputes arising out of or in connection with the concluded contract, including these terms and conditions of business, regardless of their legal basis, is Karlsruhe, with the stipulation, that we are also entitled to bring suit at the customer‘s registered place of doing business or branch office. This stipulation as to court of jurisdiction also applies with respect to contractual parties abroad.
2. For all rights and duties arising out of and in connection with this contractual relationship, the law of the Federal Republic of Germany applies exclusively and without consideration of the provisions governing conflicts of laws, without recourse to the UN Sales of Goods Convention (CISG: Convention on Contracts for the International Sale of Goods, 11 April 1980).
3. Modifications and amendments to the contract require written form. This also applies for the requirement of written form.
4. In the event that a provision in these General Terms and Conditions of Business or a provision within the framework of other agreements between us and the dealer is or becomes ineffective, so thereby the effectiveness of all other provisions or agreements will not be affected. In place of the ineffective provision, there shall apply as stipulated one such that within the framework of those legally possible with respect to place, time, measure and scope of validity most closely approximates that which was intended by the contracting parties according to the original sense and purpose of the ineffective provisions. The same applies in the case of the presence of an omission or gap in the contract.