General Terms and Conditions

General principles and scope:
Our deliveries, services and quotations are executed exclusively on the basis of these General Terms and Conditions.
They shall also apply to all future business relationships even where not expressly agreed again. These terms and conditions are deemed to have been accepted by the latest on receipt of the ordered goods or services.
Any deviating or contradictory conditions on the part of the Buyer shall only be binding on us if agreed to by us expressly in writing.

Scope of performance and conclusion of contract:

  1. Our quotations remain without commitment and non-binding. The submission of quotations may not be construed as an obligation on our part to accept an order. Orders are only deemed to have been accepted by us on presentation of our written confirmation of order. This shall apply also to purchase orders placed with our sales agents.
  2. Technical data provided in our catalogues, price lists and drawings are only deemed to be characteristics as defined by Art. 434 Section 1 no. 2 sentence 2 of the German Civil Code (BGB) if agreed expressly in writing.
  3. The information provided in our catalogues and price lists applies to connection-ready wired luminaires for operating voltages of 230 V / 50 Hz. Our luminaires are designed as interior luminaires in compliance with VDE 0711 for ambient temperatures of max. 25°C. Luminaires for other voltages, frequencies, starterless operation and other non-standard designs are supplied on request.
  4. Unless otherwise state separately, luminaires are supplied without lamps.

Prices:
Invoicing takes place at the prices agreed on the date of delivery (in EURO) plus the statutory rate of VAT. Prices are calculated ex works.

Delivery:

  1. Delivery shall be performed ex works. For a net order value of over 800.- €, we deliver free to the acceptance location, minus cartage charges. From a net order value of 1,500.- €, we supply free house. Delivery free house means: "Provision of the vehicle at the unloading location for unloading."
  2. For small volume orders, the costs of order processing exceed the order volume. For a net goods value of below 25.- €, we consequently charge a handling fee of 5.- €.

Delivery and acceptance period:

  1. The delivery period starts with the dispatch date shown in our confirmation of order, but not before complete clarification of all technical details. Delivery periods are specified in accordance with the best of our knowledge and belief, but shall not form grounds for default (Art. 286 II BGB) unless expressly and separately confirmed by us. Partial deliveries shall be admissible where this may be deemed reasonable for the Buyer. The delivery period is deemed to have been adhered to if the supplied object has left the factory or storage facility of the supplier prior to its expiry.
  2. Force majeure incidents occurring on the premises of the Supplier or its subcontractors shall trigger a reasonable extension of the delivery period. This applies also in the case of statutory regulations, energy and raw material supply problems, strikes, lock-outs, traffic disruptions or unforeseen delivery difficulties for which the Supplier is not responsible. In such cases, the Supplier is entitled to withdraw in whole or in part from the contract. Any such withdrawal shall not entitle the Buyer to claim compensation for damages.
  3. In the event of a delivery delay for which the Supplier is responsible, and after expiry of a reasonable period of grace set in writing by the Buyer, then provided the Buyer is able to provide credible proof that it has sustained damage or will sustain damage as a result of the delay, the Buyer shall be entitled, to the exclusion of any further-reaching claims
    a) to claim compensation for each complete week of the delay of 0.5%, but no more in total than 5% of the price for the outstanding delivery.
    b) to withdraw from the contract as soon as any damage incurred as a result of the delayed delivery may be verifiably proven to have exceeded 20% of the price for the outstanding delivery.

Passing of risk, shipping method, packaging:

  1. Where no specified shipping instructions have been issued, the Supplier shall exercise its best judgement in selecting the packaging and shipping method.
  2. Risk passes to the Buyer on dispatch from the supplying factory or delivery warehouse. This also applies to partial deliveries. The shipping risk is borne in any event by the Buyer, irrespective of whether sales prices are quoted carriage or postage paid, fob or cif.
  3. INTERSEROH AG shall undertake environmentally responsible disposal and recycling of used packaging materials on our behalf. The contractual partners of INTERSEROH AG shall perform disposal services from the collection point in the electrical wholesaler's or electrical installer's premises. Our contract number is 80020.

Transport insurance:
Instead of concluding the standard SVLS transport and haulage insurance policy, we have concluded our own transport insurance policy for our consignments. In case of any case of damage or quantity shortfall proceed as follows:

  1. Arrange for the carrier to certify any damage or loss incurred on receipt of the goods on the shipping documents together with the assertion of claims and report this to us within four days.
  2. To process any claim, the following documents must be submitted to us: Report of the circumstances of the incident (damage report), original shipping documents with confirmation by the carrier, delivery note, declaration by the Buyer stating preference for replacement delivery or credit.
  3. Piece number complaints (quantity shortfall) will only be acknowledged by us if indicated on delivery to the haulage company and confirmed vis a vis the Buyer in writing.

Return delivery of non-defective goods

  1. Return delivery of goods is only admissible on principle with our advance written consent. Without our written collection instruction, our drivers are unable to take delivery of returned items. Any incurred freight costs for return deliveries approved by us shall be charged to the Buyer (sender).
  2. As a flat-rate handling fee, 20% of the price of the goods shall be deducted from the credit balance.
  3. The costs of inspection, repair, repackaging etc. shall be additionally deducted. Defective items cannot be credited.
  4. Return delivery of non-standard or customised articles is not admissible on principle.

Payment:
Our invoices fall due for payment 30 days after the issue date pure net. Where payment is made in cash by cheque or bank transfer within 10 days from the date of invoice, we grant a 3% cash discount. Payments must be made free to the Supplier's specified place of payment. In case of payment by bill of exchange, bank, discount and collection expenses are payable by the Buyer.  Payment is only deemed to have been received when we are able to dispose over the amount without risk of recourse.
Should the Buyer fall into arrears with payment, we shall charge at least the statutory default rate of interest (Art. 288 BGB), reserving the right to assert a higher claim (Art. 288 III, IV BGB).
Should the Buyer fall into arrears from a prior delivery by a total amount of over 1,000.- €, we shall be entitled to:

  1. call in the entire residual claim arising from the business relationship with the Buyer with immediate maturity.
  2. demand advance payment or the provision of security, at the discretion of the Buyer, by a specified deadline for any deliveries still outstanding. Following lapse of the deadline without result, we shall be entitled to withdraw from the contract and to demand compensation for damages due to non-fulfilment.

The Buyer shall not be entitled to withhold payments or offset payments against counterclaims of the Buyer which are disputed by us and not established by due legal process.

Creditworthiness of the Buyer
Our obligation to deliver shall be conditional upon the creditworthiness of the Buyer. If any justified doubts arise in this regard following our acceptance of order, we shall be entitled to refuse delivery and to set a reasonable deadline within which the Buyer may, at its discretion, either pay the purchase price in stages against each delivery or provide adequate security.
After the deadline has expired without result, we shall be entitled to withdraw from the contract.

Reservation of title:

  1. The delivered items (reserved goods) remain the property of the Supplier until all payment claims arising from the business association have been fulfilled. With an on-going account, our reserved title to the deliveries constitutes security for our outstanding balance claim. The Buyer may only dispose of the reserved goods in the customary course of business and under the condition that it also agrees a reservation of title arrangement with its own customers. The reserved goods may not be pledged or made over by way of security in any form by the Buyer. Any third-party seizure or other impairments to the reserved goods must be reported without delay.
  2. In case of resale, the Buyer hereby assigns to the Supplier any claims due to it as a result of the resale and any other claims against its customers including all ancillary rights, up until such time as all the Supplier's claims have been satisfied in full. At the request of the Supplier, the Buyer is obliged to provide all information and surrender any documentation required for assertion of the Supplier's rights against the Buyer's customer.
  3. Any treatment or processing of the reserved goods by the Buyer shall not entitle the Buyer to acquire ownership of the new object in accordance with Art. 950 BGB on behalf of the Supplier. The Supplier shall remain owner of the produced object, which shall stand as security for the claims of the Supplier in accordance with point 1 above.
  4. If the Buyer processes reserved goods by connecting and/or mixing them with other goods not belonging to the Supplier, the stipulations of Arts. 847, 948 BGB shall apply, with the consequence that co-ownership on the part of the Supplier in the new object now becomes the reserved goods as defined by these conditions.
  5. If the reserved goods are resold by the Buyer following treatment or processing in accordance with points 3 and 4 above, or together with other goods which are not the property of the Supplier, then assignment of the purchase price claim shall only apply to the proportion of the invoice value relative to the value of goods reserved to the Supplier.
  6. If the value of securities held on behalf of the Supplier exceeds the overall claim by more than 20%, the Supplier shall be obliged to release securities at the request and discretion of the Buyer.
  7. If the Buyer is in breach of its obligations, in particular in payment arrears, after a reasonable period of grace set by the Supplier has lapsed without result, the Supplier shall be entitled to withdraw from the contract and to realize the above specified securities, without prejudice to any statutory requirements relating to the dispensability of setting a deadline.
    The Buyer is, in particular, obliged to surrender any reserved goods.

Material defects:
The Supplier shall be liable for material defects as follows:

  1. Material defects claims shall be limited to 12 months following the passing of risk, excepting where the law specifies longer statutory limitation periods.
  2. Any notification of defects must be asserted in text form within eight working days following receipt of delivery at the latest. For defects which are not immediately obvious, the period for notification is extended to one week following discovery, but no more than 12 months following the passing of risk at the latest. Defect claims shall not be deemed to exist in the event of only minor deviations from the agreed properties, only minor impairment of serviceability, or changes to properties due to further development of a product.
  3. We shall not be liable for damage due to the actions of third parties, incorrect assembly, overloading, excess voltage or chemical influences, where the blame for such damage cannot be assigned to the Supplier. This applies also to unauthorized intervention, repairs or modifications to the delivered object by the Buyer or any third party. In such cases, the full burden of proof that the cause of the defect existed already on the passing of risk shall lie with the Buyer, without facilitation of evidence.
  4. Any withholding of payments by the Buyer is only admissible, in reasonable proportion to the material defect occurred, provided agreement exists between the contractual parties as to the justification of a complaint. Should a complaint be served which is unjustified, the Supplier shall be entitled to claim reimbursement from the Buyer of any expense incurred in connection with related inspection and testing.
  5. In the event of justified and timely notification of defects, any warranty shall be restricted to repair or replacement delivery, at the discretion of the Supplier.
  6. If the Supplier fails to meet its warranty obligation within a reasonable deadline set in text form, the Buyer shall be entitled at its discretion either to withdraw from the contract or demand a reduction of the purchase price.
  7. Further-reaching claims, in particular claims to compensation for subsequent damages and lost profit are excluded, irrespective of their legal grounds, in particular on grounds of breach of contract or unlawful action.
  8. The above exemption from liability shall not apply where the cause of the damage is due to malicious intent or gross negligence (on the part of the Supplier, a legal representative or vicarious agent), or due to injury to life and limb or danger to health. This shall not affect claims on the part of the Buyer in accordance with the Product Liability Act dated December 15, 1989.
  9. Project engineering work and/or determination of the scope of delivery by us shall be performed exclusively in the interest of the Buyer. We accept no liability for this excepting where we may be proven to have acted with malicious intent or gross negligence.

Data protection:
With reference to the German Data Protection Act BDSG, we wish to indicate that personal data of the Buyer is saved and processed in an electronic data processing system for the purposes of correct and proper execution of business. No special notification to this effect is provided by us.

Place of fulfilment and legal venue:

  1. The agreed place of fulfilment for all obligations arising from the contract or the contractual negotiations, including obligations arising from cheques and bills of exchange, is the place of business of RIDI Leuchten, 72417 Jungingen, Germany.
  2. If the buyer is a businessman, a legal entity under public law or a special fund under public law, the legal venue for all contractual disputes, including actions arising from cheques and bills of exchange, is 72379 Hechingen, Germany.
    However, we reserve the right to bring an action at any other competent court.
  3. German law exclusively shall apply (also to export contracts). Application of the UN Convention on the International Sale of Goods (CISG) is excluded.
  4. Where no ruling is made in our General Terms and Conditions for the treatment of certain cases, the latest draft of the General Terms and Conditions of Delivery of the ZVEI (Central Association for Electrical and Electronic Industry in Germany) shall apply.

If one of the above conditions should be invalid for any reason, this shall not affect the validity of the remaining conditions.


RIDI Leuchten GmbH, 72417 Jungingen, Germany
July 2017

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