General Terms and Conditions for Sale, Rental and Services

1. Area of Application, General Information, Definition of Terms

a) These General Terms and Conditions apply exclusively. Conflicting, deviating or supplementary terms of the customer shall not apply unless expressly agreed by us in writing, even if we perform in knowledge of such terms.

b) Individual agreements, project-specific arrangements and written order confirmations shall prevail in the event of inconsistency.

c) These General Terms and Conditions also apply to future business with the customer.
d) “Products and Services” means all goods, rental equipment, works, services and other deliverables supplied or provided by us.

e) These General Terms and Conditions apply only vis-à-vis entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law.

2. Offer, Conclusion of the Contract, Documents

a) Our offers are non-binding unless expressly stated otherwise.

b) The contract is concluded by our written order confirmation, which determines the scope of delivery, rental and/or services. Amendments or modifications require our written confirmation.

c) We retain all ownership, title and intellectual property rights in all documents and in all underlying know-how, concepts and technical documentation. Such documents may not be disclosed to third parties without our prior written consent.

3. Delivery Times, Delay, Partial Deliveries

a) Delivery dates and periods are binding only if expressly confirmed by us in writing as binding and shall not commence before all technical and commercial details have been clarified and the customer has fulfilled all cooperation obligations.
b) The customer shall timely provide all approvals, access, information, power supply and other cooperation required for delivery, installation, acceptance, commissioning and use.

c) Our performance is subject to the timely and proper fulfilment of the customer’s obligations.

d) We reserve the right of self-delivery. If, despite a congruent cover transaction, we are not supplied correctly or in due time for reasons beyond our control, we may withdraw from the contract and reimburse any consideration already paid.
e) If the customer is in default of acceptance or otherwise breaches cooperation obligations, we may claim the resulting damage and additional expenses; risk shall pass to the customer upon such default.

f) We shall not be liable for delay or non-performance caused by force majeure, other circumstances beyond our reasonable control, or the customer or its auxiliaries. In cases of slight negligence, liability shall be limited to breaches of essential contractual obligations and to the foreseeable, typically occurring damage. Mandatory liability and liability for intent, gross negligence, or injury to life, body or health remain unaffected.

g) Partial deliveries are permitted if reasonable for the customer.
h) Any suitability for a particular purpose or intended use shall only be binding if expressly confirmed by us in writing.

4. Passage of Risk and Acceptance

a) Unless otherwise agreed in our written order confirmation, deliveries of goods are Ex Works (Incoterms 2020). Transport, packaging, insurance, installation and similar ancillary services shall be at the customer’s cost.

b) If shipment is agreed, we shall choose the mode, route and carrier at our reasonable discretion unless the customer has given written instructions.

c) Risk shall pass to the customer upon handover to the carrier or other person entrusted with the shipment. If shipment, delivery, installation, acceptance or return is delayed for reasons attributable to the customer, risk shall pass upon our notification of readiness. Insurance shall be procured only upon the customer’s written request and at the customer’s expense.

d) Items supplied on a rental or temporary-use basis shall remain at the customer’s risk from delivery or handover until return to and receipt by us, except to the extent damage is caused by us intentionally or through gross negligence.

e) If acceptance is required, the customer shall inspect the delivery, work or service without undue delay and notify any material defects in writing without undue delay. Acceptance shall be deemed given if no such notice is made within 7 days after delivery or completion, or if the delivery, work or service is put into use, whichever occurs first.

f) Rental or temporary-use items shall be returned to us without undue delay after the agreed period in proper condition, ordinary wear and tear excepted. The customer shall be liable for any loss, damage or delayed return not caused by us.

5. Prices and Terms of Payment

a) Unless otherwise agreed in our written order confirmation, all prices are Ex Works (Incoterms 2020) and exclude VAT, packaging, freight, insurance, installation and other applicable taxes, duties or charges.

b) In contracts with a delivery or performance period exceeding two months, we may adjust the prices if costs materially increase after conclusion of the contract.

c) Unless otherwise agreed in our written order confirmation, invoices are payable within 30 days of the invoice date without deduction. Advance payments, milestone payments and project-specific payment schedules remain unaffected.
d) Set-off and rights of retention are excluded unless the counterclaim is undisputed, finally adjudicated or acknowledged by us in writing. Rights of retention are limited to the same contractual relationship.

e) Payment is deemed made only once the full amount has been irrevocably credited to our account. In the event of payment default, we may suspend further deliveries, rental, work and/or services until full payment has been received.

f) In the event of cancellation, postponement or other termination by the customer, the customer shall pay for all services performed, elapsed rental periods, costs incurred and all non-cancellable third-party costs and commitments.

6. Product Information and Visual Characteristics of Illuminated Systems

a) Illuminated products, including light and screen foils, may be perceived as disturbing depending on the installation site and surrounding conditions. Technical illumination values shall be provided upon request.

b) In outdoor applications, condensation, soiling, weather-related traces, facade staining and similar effects caused by insects, dust, soot, rainwater or other environmental influences may occur on or inside illuminated elements. This does not constitute a defect.

c) Reflections, viewing angle, light incidence, temperature and other ambient conditions may affect the visual appearance of illuminated elements and may create the impression of unevenness. This does not constitute a defect.

7. Defects and Liability

a) Defect claims by the customer require timely inspection and notification of defects in accordance with Section 377 HGB, to the extent applicable.
b) In the event of a defect, we may, at our option, remedy the defect or deliver a replacement. Any suitability for a particular purpose or intended use shall only be binding if expressly agreed by us in writing.
c) If subsequent performance fails, is refused or is unreasonable, the customer may reduce the price or, in the case of a material defect, withdraw from the contract.
d) We shall be liable for damages or reimbursement of futile expenses, regardless of the legal ground, only in cases of intent, gross negligence, injury to life, body or health, mandatory product liability, or culpable breach of essential contractual obligations. In the event of slight negligence, liability shall be limited to the foreseeable, typically occurring damage.
e) The above limitations of liability shall also apply to the personal liability of our employees, staff, representatives and auxiliaries.
f) The limitation period for defect claims shall be 12 months from passage of risk or, where acceptance is required, from acceptance.

8. Retention of Title

a) We retain title to all delivered goods until full payment of all claims arising from the respective contract.

b) The customer may resell the goods in the ordinary course of business. By way of security, the customer hereby assigns to us all receivables arising from such resale up to the amount of our respective invoice value, and we accept this assignment.

c) The customer remains authorized to collect such receivables until revoked by us. We may revoke this authorization in particular in the event of payment default, cessation of payments or insolvency.

d) The customer shall handle the goods with due care and notify us immediately in writing of any third-party access to the goods or the assigned receivables.

e) We shall release securities at the customer’s request to the extent that their realizable value exceeds the secured claims by more than 10%.

f) No patent rights or other intellectual property rights embodied in the goods are transferred to the customer.

9. Disposal of Old Electrical and Electronic Equipment

a) Unless mandatory statutory provisions provide otherwise, the customer shall, at its own expense, ensure lawful recovery and disposal of the goods after the end of use and shall contractually impose corresponding obligations on any commercial third party to whom the goods are transferred.

10. Place of Execution, Place of Jurisdiction, Applicable Law

a) For all disputes arising out of or in connection with the contractual relationship, the place of performance and exclusive place of jurisdiction shall be our registered seat, provided the customer is a merchant, a legal entity under public law or a special fund under public law. We shall also be entitled to sue the customer at its general place of jurisdiction. German law shall apply to the exclusion of the CISG.

11. Products/Components/Software - no reverse engineering

a) The customer may use our products, components, software, documents and information solely for the contractually agreed purposes. Except as mandatorily permitted by applicable law, the customer shall not, and shall not permit any third party to, reverse engineer, disassemble, decompile, modify, reproduce beyond the contractually permitted use, analyse for replication, or otherwise attempt to derive the composition, structure, source code, design, know-how or trade secrets of our products, components, software, documents or information, nor disclose them to third parties, without our prior written consent.