1. General
(1) The following General Terms and Conditions shall apply to the business relationship between supplier and purchaser, unless other agreements are confirmed in writing.
(2) These General Terms and Conditions shall also apply to all future orders placed by the Purchaser, even if the Supplier does not refer to them in each individual case.
2. Offer
(1) The offers of the suppliers, including the delivery time information, are non-binding.
(2) Unless otherwise agreed, prices are ex works, excluding packaging.
(3) The supplier retains ownership and copyright of all offers, drawings, designs, etc. These offers, designs, etc., may not be made accessible to third parties, particularly competitors, nor may they be used for tendering purposes. If the offer is not accepted, they must be returned immediately.
(4) For samples, sketches, designs, and other project planning services expressly requested by the customer, the agreed fee is payable even if the order is not placed. Ownership passes to the customer upon payment of the fee.
(5) For illuminated advertising installations offered including installation, the following are not included in the price: the low-voltage installation, the provision of scaffolding or any lifting equipment, any services of other trades, such as masonry, plastering or sealing work.
3. Order and order confirmation
(1) The order becomes binding upon the supplier's order confirmation. Any objections must be communicated by the purchaser to the supplier immediately. Verbal side agreements are only valid if confirmed in writing by the supplier.
(2) The stated delivery period begins on the day on which the order is finally clarified in technical and design terms. This includes the payment of the agreed deposit and the granting of approval by authorities or third parties.
(3) Events of force majeure entitle the supplier, even during a period of delay, to postpone delivery for the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion. The supplier shall be informed by the purchaser without undue delay of the occurrence of a force majeure event. Force majeure includes all unforeseeable circumstances that significantly impede or render impossible the supplier's delivery, such as currency and trade policy measures and other sovereign acts, strikes, lockouts, operational disruptions (e.g., fire, shortages of raw materials or energy), and disruptions to transport routes, regardless of whether these circumstances occur at the supplier's premises, those of its upstream suppliers, or at a sub-supplier. The supplier shall ensure the careful selection of its upstream and sub-suppliers.
(4) Changes to the design that prove to be technically necessary and are reasonable for the customer, taking into account the supplier's interests, are reserved.
(5) The validity of the contract is independent of approval by authorities or third parties. Obtaining such approval is the responsibility of the purchaser. If the supplier obtains the approval, the supplier acts as the purchaser's agent. The purchaser shall bear all costs and approval fees in any case. If approval is ultimately refused, the supplier may claim the costs incurred plus 10% of the contract sum. The purchaser is entitled to prove that the supplier incurred no damage or that the damage was significantly less.
(6) Necessary changes, including those resulting from official requirements, shall be considered an extension of the contract.
4. Assembly
1) For undertaken assembly work, it is assumed that it can be carried out without hindrance or delays.
(2) Even if the installation prices are agreed upon as fixed prices, they do not include costs arising from delays or additional work caused by circumstances attributable to the customer. Any resulting expenses for labor, time, and materials shall be borne by the customer.
(3) Any external services that may be required (see section 2, paragraph 5) may be commissioned by the supplier at the expense of the purchaser.
5. Delivery and Acceptance
(1) Shipping or transport is at the buyer's expense and risk. The buyer shall bear the costs of any transport insurance. Any transport damage must be reported immediately to the carrier by means of a written statement of facts.
(2) If illuminated advertising installations are installed by the supplier, the customer is obliged to accept them immediately after completion of the installation. If the customer is unable to do so, acceptance must be carried out within 12 working days (Section 12, Paragraph 2 of the German Construction Contract Procedures, Part B).
(3) Goods reported as ready for dispatch or installation, which are not collected by the customer within 5 working days, will be stored at the customer's expense and risk. An invoice will be issued at the same time.
6. Payment Terms
(1) Unless otherwise agreed, 1/2 of the price is due upon placement of the order and 2/3 upon readiness for installation or delivery. The remainder is due upon acceptance.
(2) In case of late payment, default interest will be charged. Furthermore, all reminder and collection costs must be reimbursed.
(3) Set-off and the assertion of a right of retention are excluded unless the counterclaim is undisputed or has been established by a final and binding judgment.
(4) The supplier’s travelers, agents, fitters and drivers are only entitled to accept payments if they present a corresponding power of attorney.
(5) Failure to comply with the payment terms or circumstances that become known to the supplier after the conclusion of the respective contract and that give rise to reasonable doubts about the customer's solvency shall result in all of the supplier's claims, including outstanding bills of exchange, becoming immediately due and payable. In this case, the supplier is entitled to withdraw from the contract and demand compensation for any resulting damages, unless the customer makes an advance payment or provides sufficient security.
7. Retention of title
(1) All goods supplied by the supplier shall remain the property of the supplier until full payment of all claims against the customer arising from the business relationship, including future claims, even those arising from contracts concluded simultaneously or subsequently. This also applies if payments are made against specifically designated claims.
(2) In the case of an open account, the retained title shall be considered security for the supplier's outstanding balance.
(3) The purchaser is entitled to resell the goods in the ordinary course of business. Other dispositions, in particular pledges or assignments as security, are not permitted. The purchaser is obligated to resell the goods subject to retention of title only under reservation of title, with the proviso that the purchase price claim from the resale is assigned to the supplier as follows: The purchaser hereby assigns to the supplier all claims arising from the resale of the goods subject to retention of title, including all ancillary rights, regardless of whether the goods subject to retention of title are resold before or after processing. The purchaser is prohibited from entering into any agreements with its customers that exclude or impair the supplier's rights in any way. In particular, the purchaser may not enter into any agreement that nullifies or impairs the advance assignment of claims to the supplier. The purchaser remains authorized to collect the claims assigned to the supplier even after the assignment. However, the supplier expressly reserves the right to collect the claims independently, particularly in the event of the purchaser's default in payment. At the supplier's request, the purchaser must disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtor of the assignment.
(4) If the goods subject to retention of title are resold together with other goods not sold by the supplier, the assignment of the claim shall apply to the value of these co-ownership shares. If the goods subject to retention of title are used by the customer to fulfill a contract for work or a contract for the supply of work, the foregoing conditions shall apply accordingly to the claim arising from this contract.
(5) Processing and treatment of the goods subject to retention of title are carried out for the supplier as manufacturer, without creating any obligation for the supplier. If the goods subject to retention of title are combined or mixed with other items, the supplier becomes the owner or co-owner of the new item or the mixed stock. If the supplier's ownership is extinguished by combination or mixing, the customer hereby assigns to the supplier, free of charge, the ownership rights to the new stock or item to which the customer is entitled, up to the invoice value of the goods subject to retention of title. The resulting co-ownership rights are considered goods subject to retention of title within the meaning of these terms and conditions.
(6) If the value of the security to which the supplier is entitled exceeds the total claim against the purchaser by more than 10%, the supplier shall, upon request, release security of his choice to that extent.
(7) The supplier's retention of title is conditional in that, upon full payment of all claims, title to the goods subject to retention of title will automatically transfer.
8. Notification of defects and liability
(1) Defects in the goods must be reported to the supplier in writing without undue delay, and in any event no later than one week after receipt of the goods at the destination. Defects that cannot be discovered even with the most careful inspection within this period must be reported in writing immediately upon discovery, with any processing or use of the goods ceasing immediately, but in any event no later than within the statutory warranty period. In the case of a justified complaint, the supplier is entitled to remedy the defect. If the supplier allows a reasonable deadline set for this purpose to expire, or if the remedy is again not satisfactory, the buyer has the right to a reduction in price or – unless the warranty concerns construction work – to rescind the contract.
(2) Further claims are excluded, this applies in particular to claims for compensation for damages that did not arise from the goods themselves (consequential damages). This exclusion does not apply to the extent that the supplier is liable in cases of the absence of warranted characteristics.
(3) Claims not expressly granted in these terms and conditions, in particular claims for damages arising from impossibility, delay, breach of ancillary contractual obligations, culpa in contrahendo, tort, are excluded, unless the supplier is liable in cases of intent and gross negligence.
(4) All claims against the supplier, regardless of their legal basis, shall become time-barred no later than one year after the transfer of risk to the purchaser, unless the statutory limitation period is shorter. Section 852 of the German Civil Code (BGB) remains unaffected.
(5) Commercially acceptable color variations and material tolerances do not constitute a defect and do not entitle the customer to a complaint. This tolerance is within the range of ±10%.
9. Warranty
(1) Unless otherwise required by law, the supplier shall provide a warranty of 12 months for high-voltage fluorescent tubes, except for fluorescent lamps, incandescent lamps and fuses, based on an average operating time of 10 hours per day.
(2) Ballasts, switching devices and other electrical equipment are covered by a 6-month warranty.
(3) In addition, the supplier provides a 6-month warranty for equipment supplied by him and a 12-month warranty for equipment installed by him. In all cases, the defects found must be due to manufacturing or material defects.
(4) In the event of damage caused by force majeure such as wind speeds demonstrably exceeding 8 Beaufort, hailstorms and other climatic conditions, any warranty service provided by the supplier shall be void.
(5) In the event of a warranty claim, the supplier shall bear the costs of remedying the defect, excluding travel expenses. However, any costs for scaffolding or similar assembly aids shall only be borne by the supplier up to the original value of the defective part of the system, and in no case exceeding the original value of the entire system.
(6) The warranty obligation is excluded if operating equipment or accessories not supplied by the supplier were used in the defective system, or if the delivered systems were not installed in accordance with regulations by third parties or were operated improperly by the purchaser, and also if a company not authorized by the supplier makes modifications to the system.
10. Place of performance and jurisdiction clause
1) The place of performance is the supplier's registered office, and the place of jurisdiction is, unless otherwise mandatorily provided by law, the supplier's registered office. If the customer's domicile or habitual residence is unknown at the time the action is brought, or if the customer moves their domicile or habitual residence outside the scope of this law after conclusion of the contract, the supplier's registered office is agreed as the place of jurisdiction.
