I. Invalidity of Existing Terms of Sale
All existing terms of sale shall herewith become invalid.
II. Conclusion of Sale
The following General Terms and Conditions of Sale shall be applicable to all contracts, deliveries and other services – also future ones – including advice, information etc.
Purchase terms of the buyer which have been altered or excluded without our explicit written consent shall not become part of the agreement, even if we do not expressly contradict them.
Our offers are not binding. Contracts and other agreements, especially informal oral agreements and assurances made by our employees during sale shall only become binding through our written confirmation. The same applies to alterations to contracts and supplementary additions to contracts.
The specifications, drawings, depictions, technical data and data regarding measurement and services in brochures, catalogues, circular letters, advertisements, price lists or in the documents pertaining to the offers are without obligation unless they are expressly designated as binding in the acknowledgement of the order.
The supplier reserves the unrestricted title and proprietary right to quotations, drawings and other documents; they shall only be made accessible to third parties if the supplier gives his prior consent and if reference is made to all aforesaid titles and proprietary rights. Drawings and other documents pertaining to the offers shall be promptly handed back on demand if the supplier is not awarded a contract. If the customer’s neglect of his aforementioned duties causes the company Eco Light Group GmbH damage, the customer shall be fully liable in accordance with the statutory provisions. The same shall apply if no contract is concluded. The foregoing shall also apply to the orderer’s documents; these can, however, be made accessible to third parties to whom the supplier admissibly assigns deliveries or services.
Our prices are in EUR and quoted exclusive of the German statutory rate of Value Added Tax (MwSt.); the VAT is invoiced separately at the then applicable VAT rate. Prices are based on prices valid on the day the order is made.
Goods with a net value of over EUR 2.000,00 shall be delivered to the consignee free of charge within the Federal Republic of Germany; supplies sent to destinations outside the Federal Republic of Germany shall be sent ex works from Munich onward. Wooden crates necessary for supplies as less-than-carload for ships and for other forms of dispatch, depending on the respective model, shall be invoiced additionally as prime costs. Insurance against breakage shall amount to 2 per cent of the net value of the goods.
Upon request, we insure against all risks including breakage and loss at a rate of 4 per cent of the value of the goods. If the net value is under EUR 750.--, 5 per cent are added for packaging and 4 per cent are added if the net value is between EUR 750.-- and EUR 1,500.--. Reconsignment of packaging material is not worth the freightage, particularly since the packaging material is the cheapest part of the expenses charged.
Supplied items shall be accepted by the orderer without prejudice to his rights, even if they show negligible defects.
VI. Delivery Time
Delivery time shall begin on the day on which agreement regarding the order is reached between the orderer and ourselves. With regard to orders involving several items, partial supply of individual products is admissible and shall be invoiced separately.
The orderer’s right to withdraw from the contract shall remain unaffected after the fruitless expiry of a reasonable grace period granted to us of at least 4 weeks. Damage claims for failure to perform are excluded.
If non-observance of the times for supply or services set by us can be proven to have resulted from mobilisation, war, revolt, strike, lockout or unforeseen circumstances, such time shall be extended for the duration of the circumstances.
VII. Transfer of Risk
The risk of accidental loss of the goods is transferred to the buyer as soon as the goods have been sent to dispatch. Any stipulated return consignments shall always be made at shipper’s risk.
VIII. Terms of Payment
If the terms of payment are not observed or if facts become known that cast reasonable doubt upon the creditworthiness of the orderer, all our claims shall promptly fall due. The same applies to costs accrued, to services and to goods being processed as well as goods that have been completed but not yet dispatched. In these cases we only make outstanding supplies if prepayment is made or if a security is lodged. Furthermore, we are entitled to cancel the agreement after a reasonable grace period and claim damages for failure to perform.
If business is done on a regular basis, the orderer agrees to pay the invoice amount either within 8 days of date of invoice with a discount of 2 per cent or within 30 days upon receipt of invoice in EUR cash; cheques are accepted subject to payment pending the full discharge of the debt. If previously agreed upon, bills of exchange may also be accepted subject to their discharge. Discount charges, stamp duty and bank charges shall be remunerated to us.
Default occurs if the agreed upon time-limit for payment is exceeded. Merchants are charged default interest of 8 per cent above the applicable discount rate.
The orderer’s failure to perform his contractual obligations by way of unilateral cancellation, default in taking delivery or for other reasons, entitles us to damages of 40 per cent of the sales price. The orderer may establish a lower amount of damages.
The orderer may only set off claims which are either uncontested or determined by final judicial decision.
X. Retention of Title
Items pertaining to the supplies shall remain our property until each and every claim we have against the orderer on account of the business connection has been fulfilled. Where the orderer acts in breach of contract, including failure to make payments due, we shall be entitled to take back the delivery item. The retraction and seizure of such item by ourselves shall only be deemed a cancellation of the agreement if we expressly state so in writing.
In the event of seizure or other intervention by third parties, the orderer shall promptly inform us in writing. For the duration of the retention of title, the orderer may not pledge the delivery item or use it as security.
The orderer is entitled to resell the retained goods in the ordinary course of business. If the orderer for his part grants time allowed for payment, he shall also enforce a retention of title vis-à-vis his customer, i.e. the title to the property shall only pass to the customer when he has fulfilled his financial obligations.
The orderer, however, shall assign to the company Eco Light Group GmbH all claims – including any payment demands – which arise against the purchaser or against third parties upon resale. In this case it is immaterial whether the retained goods are sold before or after processing. The orderer is still entitled to collect these debts after the assignment has been made.
Our authority to collect the aforementioned debts shall remain unaffected hereby; we agree, however, not to collect the debts as long as the orderer duly meets his financial obligations. If the orderer defaults, we are duly authorized to demand that the orderer notifies the assigned claims and the respective debtors to ourselves, hands over the relating documents and notifies the debtors of such assignment. If the delivery item is sold together with other goods which are not our property, the orderer’s claim against the purchaser shall be deemed assigned to the amount of the price of delivery agreed upon between the orderer and ourselves.
The assignment of claims against customers of the orderer shall only be made to the extent of the amount invoiced by the supplier and, in the case of processing, according to the extent of the value of the part of the goods delivered by the supplier.
The satisfaction of the assigned claim (or part of the claim, when dealing with assignment in part) shall take priority. If the orderer delivers the goods to his customers under retention of title, he shall assign all claims arising from the retention of title to the company Eco Light Group GmbH, which agrees to accept the assignment (prolonged retention of title).
The orderer shall always process or reconstruct retained goods for us, so that we are regarded as producers. If the retained goods are processed with other items which do not belong to us, we shall have joint title to the new object in proportion of the value of the retained goods to the other processed items at the time of such processing. Furthermore, all provisions regarding the retained goods shall also apply to the object resulting from processing.
We agree to release the securities we are entitled to insofar as their value exceeds the claims to be secured – provided they have not yet been discharged - by more than 30 per cent.
XI. Damage by Breakage
Insurance against breakage amounts to 2 per cent of net value and may, upon request, be factored out. This is not recommended, however, since the fragile item is then shipped uninsured at shipper’s risk and probable damage by breakage might amount to many times the invoiced 2 per cent. Upon request, we insure against breakage and loss at a rate of 4 per cent of the value of the goods.
Damage by breakage is only compensated for if the insurance against breakage has been invoiced and paid for. If greater damage is to be compensated for, it is essential that the supply is unpacked at the consignee’s address (without further transport), even if the outer packaging is not damaged, and at the latest one day upon receipt – and that a fact finding is promptly applied for at the delivering operating company such as postal service, forwarding agency, railway etc. (hold the goods and complete packaging ready for examination). The broken parts shall be sent to us free of charge together with the fact finding documents.
Repair works without charge on damaged chandeliers or spares (except for parts of low value) without official fact finding shall be excluded, even if the insurance against breakage has been paid for! If supplementary spares are necessary, please always send in the required part – even if it is broken – since in our experience mere descriptions or drawings lead to misunderstandings.
Reconsignments shall only be made freight prepaid and only with our prior consent. All costs for delivery, taking back, reconditioning or repackaging shall be subtracted from the credit entry; the foregoing shall not apply if the orderer rightfully repudiates the agreement on grounds of correction or withdrawal.
XIII. Liability and Defects
Minor variations in material, design and shade remain subject to alteration and shall not entitle the buyer to assertion of warranty or other claims.
We shall be liable for defects as follows:
All the parts and services which become useless or considerably less useful within 24 months – regardless of the hours of operation elapsed – upon the day of transfer of risk due to circumstances before the transfer of risk shall be mended by us free of charge at our option. The ascertainment of such defects shall be promptly reported to us in writing.
The liability for defects refers to normal wear and tear and not to damage which occurred after the transfer of risk due to false or negligent treatment, excessive stress, unsuitable means of operation and such chemical, electrochemical or electric influences that are not provided for under the agreement.
The orderer shall meet the contractual obligations incumbent on him and especially adhere to the agreed upon terms of payment. If a deficiency claim is asserted, payments made by the orderer may be withheld to a reasonable extent taking into account the defects occurred. However, if the contract relates to the running of the orderer's commercial enterprise, he may only withhold payments if the subject matter of the notification of defect occurred is justified beyond doubt.
The orderer shall grant us the time and opportunity necessary ex aequo et bono for correction. If the orderer refuses to grant the foregoing, we shall be discharged from liability for defects.
If we fail to correct the defect within a reasonable set period of time, the orderer is entitled to claim repudiation of the agreement or a reduction in price due to defect.
The assertion of further claims for damages shall be excluded. This shall not apply insofar as the exclusion or limitation of the liability is stipulated for cases in which damage is caused by injury of life, body or health resulting from an intentional or negligent breach of duty by the user, a legal representative of the user or by a person employed in performing an obligation for which the user is vicariously liable. Furthermore, the assertion of further claims for damages shall not be excluded if the exclusion of limitation of the liability for other damage results from an intentional or grossly negligent breach of duty by the user, by a legal representative of the user or by a person employed in performing an obligation for which the user is vicariously liable.
Claim of recourse by the manufacturer shall remain unaffected hereby.
XIV. Other Claims for Damages
Any damage claims by the orderer arising from special breach of contract and from the breach of duties regarding contractual negotiations shall fall under the statute of limitations within two years of the origin of the claim.
Tortious claims for damages shall be excluded unless there is compulsory liability in cases of personal injury or damage to privately used items in accordance with the German law of product liability or in cases of intent or gross negligence.
The limitation of this exclusion of liability applies in conformity with the penultimate paragraph of item XIII.
XV. Place of Fulfillment and Jurisdiction
Munich shall be the place of fulfilment for both parties. If the orderer is a fully qualified merchant under the German Commercial Code or has his registered seat outside the Federal Republic of Germany, Munich shall be the place of jurisdiction for all disputes arising directly or indirectly from of the agreement.
XVI. Applicable Law
This agreement shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
XVII. Severability Clause
The legal invalidity of one or more provisions of this agreement shall in no way affect the validity of the remaining provisions. This shall not apply if continuation of the agreement would constitute unreasonable hardship for one of the parties.