General terms and conditions of business

General terms and conditions of business

December 2020

1 Scope of application
Unless otherwise agreed in writing, the following General Terms and Conditions shall apply exclusively to legal relations with our customers. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. General terms and conditions of our customers shall only apply if this is expressly recognised by us in writing.

2. offers and prices
a) All offers are subject to change and non-binding. The submission of offers does not oblige the user to accept the order. Order acceptance, collateral agreements and contract amendments are only effective if they are confirmed by us in writing. This also applies to orders placed via our commercial agents.
b) The agreed prices are in € ex works plus VAT and all shipping costs (e.g. packaging, transport costs, customs duties), unless otherwise agreed.
c) The prices valid at the time of delivery shall apply if the User generally increases its prices between order and delivery.

3. delivery dates
a) Agreed delivery dates and deadlines may be exceeded by us to a reasonable extent if we are unable to deliver on time for reasons of force majeure, such as strikes, operational disruptions and comparable delays.
b) Call-off orders must be called off by the customer no later than 6 months after the date of the order confirmation, unless otherwise agreed. After expiry of the deadline, we reserve the right to refuse delivery and to claim damages after setting a grace period.

4. dispatch and place of fulfilment
a) The place of fulfilment is the Seller’s business premises in Michelfeld. The risk of deterioration or accidental loss of the goods to be delivered shall pass to the Buyer when the goods are handed over to a forwarding agent or other carrier freely chosen by the Seller (e.g. post office, railway, etc.).
b) The goods are dispatched exclusively at the expense and risk of the customer. Compensation for breakage in transit shall only be provided if a general breakage insurance policy has been taken out with us. Shipments are deemed to be insured if the breakage insurance amounting to 3% of the purchase price has been paid by the buyer. Any transport damage must be reported upon receipt of the consignment. The following documents must be enclosed with the notification: Original consignment note, confirmation from the carrier and an informal declaration of assignment of all claims against the carrier in our favour. Claims will only be settled if transport and packaging costs are borne by the seller.
c) If no transport insurance has been taken out, the customer must immediately notify the carrier of any freight damage occurring during dispatch and have it settled by the carrier. Upon request, we shall assign any claims we may have against the carrier to the customer.
d) We shall determine the type of dispatch and the dispatch route to the best of our judgement, unless the customer expressly stipulates otherwise. Packaging costs shall be charged at cost price. The packaging remains with the customer.

5. Terms of payment
a) Unless otherwise agreed in writing, all invoices are payable 20 days from the invoice date. The date of receipt of payment shall be decisive.
b) If the payment term stated under a) is exceeded, our claims shall bear interest at the usual bank rate even without a reminder. We reserve the right to claim further damages.
c) Bills of exchange and cheques shall only be accepted on account of performance. Discounts and charges shall be borne by the customer.
d) Payments to our employees are only effective if they have presented an authorisation to accept payment.
e) In the event of imminent or actual insolvency of the contractual partner or in the event of a significant deterioration in his financial circumstances, all liabilities arising from the business relationship shall become due immediately.

6. Offsetting, retention
The customer shall not be entitled to refuse payment of the agreed or customary remuneration if he is a merchant. Rights of set-off and retention are excluded in this respect. This shall not apply with regard to offsetting insofar as the counterclaim is an undisputed or legally established claim.

7. return of goods
Goods delivered in accordance with the order can only be returned with our consent. Parts returned as agreed will in any case be credited with 80% of the invoice amount; any reconditioning costs incurred will be charged.

8. design changes and industrial property rights of third parties
a) LECCOR Leuchten GmbH reserves the right to make design changes at any time; it is not obliged to make such changes to products already delivered.
b) If the customer specifies the design and composition features, he shall bear sole responsibility. There shall be no claims against us in this respect.

9. claims for damages
Our liability for breach of contractual obligations is limited to intent and gross negligence. Liability is limited to the damage that is typically foreseeable at the time the contract is concluded.

10. Warranty
a) In the case of sales, we provide a warranty for our deliveries for a period of 6 months from the date of delivery. The more extensive statutory obligations to inspect and give notice of defects as well as the deadlines existing for this purpose shall take precedence. The warranty applies to items that are unusable or significantly impaired in their usability due to defective material or poor workmanship.
b) Our warranty obligation does not cover defects caused by normal wear and tear, overloading, inadequate maintenance, unprofessional repairs or modifications contrary to the design. Damage caused by unsuitable or improper use or handling of the delivery item, incorrect assembly or commissioning by the purchaser or third parties is also excluded from the warranty.
c) Reasonable deviations in models, dimensions, colours and changes to adapt to the latest state of technology and production are excluded from the warranty. This also applies to technical design or production changes and reasonable deviations from samples.
d) Recognisable defects must be reported in writing within one week of delivery with a precise description of the complaint. The timely dispatch of the notice of defects shall suffice.
e) If a defect only becomes apparent later, it must be reported immediately after discovery. Irrespective of a notice of defect, the goods must be accepted on delivery and stored properly. We must be given the opportunity to inspect the rejected goods.
f) If the purchaser is a merchant, he must inspect the delivered goods immediately after delivery and, if a defect is found, notify the seller immediately. If the buyer fails to make this notification, the goods shall be deemed to have been approved, unless the defect is not recognisable. The principles listed under d) shall apply.
What is stated in sentences 1 and 2 shall also apply if goods other than those ordered or a quantity of goods other than those ordered are delivered, provided that the goods delivered do not obviously deviate from the order to such an extent that approval should be considered impossible.
g) In the event of a warranty claim, we shall only be obliged, at our discretion, to rectify the defect or make a subsequent delivery or take back the goods and credit the invoiced amount. If the repair or replacement delivery fails, the customer expressly reserves the right to demand a reduction in payment or, at his discretion, cancellation of the contract.

11. reservation of title
a) The delivered goods shall remain our property until full payment has been made. The customer shall store our property (reserved goods) free of charge. The retention of title shall also remain effective if the reserved goods are processed or mixed.
b) The customer may process and sell the reserved goods in the ordinary course of business. Prior pledges or transfers by way of security are not permitted. The customer hereby assigns in full any claims against third parties arising from the resale or any other legal reason in respect of the reserved goods by way of security. As soon and as long as the sum of the securities granted to us by the customer exceeds the total claims arising from the business relationship by 20%, we shall be obliged to make repayment to this extent at the customer’s request.
c) The customer is hereby authorised, subject to revocation at any time, to collect assigned claims for our account in his own name. The customer undertakes to disclose the assignment upon request and to provide information and documents on the assigned claims.
d) In the event of access measures by third parties affecting the reserved goods, the customer undertakes to notify us immediately and to inform the third party of our right of retention immediately.
e) In the event of imminent or actual insolvency and in the event of a significant deterioration in the financial circumstances, we shall be entitled to take back the reserved goods at the customer’s expense.

12. Miscellaneous
a) The law of the Federal Republic of Germany shall apply to these terms and conditions and all our legal relationships with the customer. The applicability of the uniform international sales law is excluded. German law shall also apply to export transactions.
b) The place of fulfilment and exclusive place of jurisdiction for all disputes arising from the business relationship with the customer is Schwäbisch Hall, provided that the customer is a merchant. This shall also apply to bill of exchange and cheque proceedings.
bb) In the event that a customer moves his domicile or usual place of residence outside the area of application of the German Code of Civil Procedure after the conclusion of the contract or his usual place of residence is not known at the time the action is filed, Schwäbisch Hall shall be agreed as the place of jurisdiction.
c) Should individual provisions of these terms and conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced by the statutory provisions.
d) If a provision is only invalid vis-à-vis non-merchants, it shall remain valid vis-à-vis merchants.

LECCOR Leuchten GmbH, Daimlerstraße 73, D – 74545 Michelfeld