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Sales only to commercial customers

General Terms and Conditions of Business

§ 1 Scope
(1) The following GTCs apply to all orders placed by companies.

(2) The offerings are aimed exclusively at companies within the meaning of Section 14 of the German Civil Code, legal entities under public law or public law special funds within the meaning of Section 310(1) of the German Civil Code. Requests for proposal may only be proposed by such customers. Under the conditions of §2 of these GTCs, a purchase agreement will only be concluded with such a customer. The customer confirms with the request that the customer is part of the aforementioned group and is not inquiring as a private customer or end consumer.

(3) As far as it concerns legal transactions of a similar nature, these GTCs also apply to future business relations without having to refer to these GTCs again. If the company uses contrary or supplementary general terms and conditions of business, their validity is hereby rejected; they are only part of the contract if we have expressly agreed to them.

§ 2 Contracting Parties, Contract Conclusion
(1) The purchase agreement is concluded with Richard Schahl Specialty Lamps GmbH.

(2) The presentation of products in our online shop does not represent a legally binding offer, but a non-binding online catalogue. You may initially put our products in your shopping cart at our online shop and, before sending your non-binding request for proposal, you may, at any time, correct your entries and shopping cart by using the editing tools during the order process. Confirmation of the receipt of your request for proposal is sent immediately by email after placing of the order and does not represent an acceptance of the contract. Richard Schahl Specialty Lanps will then create and send you a binding offer for the purchase of the requested products, including a price quote, the payment options available and a preview of the shipping costs. You may accept this offer within 14 days.

(3) The legal provisions shall apply to all other issues. If an order is to be considered as an offer according to Article 145 of the German Civil Code (BGB), we can accept it within two weeks. The order becomes accepted upon the transfer of an order confirmation or upon handover of the ordered goods to a forwarding agent or upon delivery, at the latest.

(4) Contracts may be concluded either in German or English.

(5) We save the text of the contract and send you the order details by email. These GTCs can be viewed and downloaded at any time from this page. Your previous online orders can be viewed in our customer login.

§ 3 Documentation
We reserve the property rights and copyrights to all documents, such as calculations, drawings, etc., that are provided to the customer during the placing of an order. These documents shall not be made available or accessible to third parties, unless we give the customer our express written consent.

§ 4 Terms of Delivery and Shipping Costs
(1) The shipping costs are borne by the customer. Richard Schahl Specialty Lamps shall send you information pertaining to the amount of the shipping costs along with the offer. The exact amount of the shipping costs will be determined only after delivery in some cases.

(2) We do not deliver to packing stations.

§ 5 Delivery Time
(1) The beginning of the delivery period, as stipulated by us, is conditioned on the timely and proper fulfillment of the customer‘s obligations. We hereby reserve the right to plead non-performance of the contract.

(2) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we may demand compensation for damages incurred by us, including any additional expenses. Any further legal claims remain unaffected. If any of the above requirements are met, the risk of accidental loss or accidental deterioration of the goods is transferred to the customer at the time in which the customer is in default of acceptance or is in default of payment.

(3) The declaration of the availability of certain products is always non-binding, and such products are subject to prior sale. We are not responsible for manufacturer or upstream supplier supply shortages.

(4) Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

§ 6 Prices and Payment
(1) Unless otherwise agreed to in writing, our prices are ex works, including packaging and plus VAT, in the respective amount, and shipping costs pursuant to §4 para. 1.

(2) Payment options will be provided to the customer with the sending of the offer.

(3) Unless otherwise agreed upon, the purchase price is to be paid, strictly net, within 20 days from the date of the invoice.

(4) Unless a fixed price agreement has been made, we may make reasonable price changes for deliveries that take place one month or later after conclusion of a contract due to changed labour expenses and material and distribution costs. If it can be shown that the suppliers raised the prices by more than 3% during the offer phase, we may optionally increase the offer price or withdrawal from the offer.

§ 7 Rights to Offsetting and Retention
The customer has the right to offset only if the customer‘s counterclaims have been legally established or are undisputed. In exercising the right of retention, the customer is only authorised insofar as the customer‘s counterclaim is based on the same contractual relationship.

§ 8 Reservation of Title
(1) We reserve the title to the delivered goods until full payment of all claims arising out of the delivery contract is made. This also applies to all future deliveries, even if we do not always refer to this. We may take back the goods if the customer breaches the contract. An extended reservation of title is applicable.

(2) The customer shall treat the goods with care as long as the title of the goods has not been transferred to the customer. If inspection activities must be carried out, the customer shall perform them at the customer‘s own expense. As long as the title of the goods has not been transferred, the customer shall inform us immediately in writing if the delivered goods are seized or are subject to any intervention by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the losses incurred by us.

(3) The customer may resell the reserved goods in the ordinary course of business. The customer assigns to us the claims against the purchaser from the resale of the reserved goods in the amount of the mutually agreed-upon final invoice amount (including VAT). This assignment applies regardless of whether the purchase item has been resold without or after being changed. We accept this assignment. The customer may, even after the assignment, collect on the claim. Our authority to collect on the claim itself remains unaffected. However, we shall not collect on the claim as long as (a) the customer meets the customer‘s payment obligations, vis-à-vis us, arising out of the proceeds collected, (b) is not in default of payment and, in particular, (c) no application has been filed to open insolvency proceedings or there has not been a stoppage of payment.

(4) Any changing, conversion or transformation of the purchased goods by the customer is always carried out our behalf and by order of us. In this case, the customer‘s right of remainder to the purchased goods continues to apply to the transformed goods. If the purchased goods are manipulated with other items not belonging to us, we acquire joint ownership of the new item in the proportion of the invoice value of our purchased goods to the other changed, converted or transformed items at the time of the changing, conversion or transformation. The same applies in the case of amalgamations. If the changing, conversion or transformation is carried out in such a way that the customer‘s object is to be regarded as the main item, then it is agreed upon that the customer transfers to us proportional joint ownership and holds for us sole ownership or co-ownership. To secure our claims against the customer, the customer also assigns to us those claims that the customer accrues through the merging of goods subject to a reservation of title with real estate as security against a third party; we accept this assignment with immediate effect.

(5) If the realisable value of the securities exceeds our claims by more than 10%, we shall release the securities at our discretion upon request of the buyers.

§ 9 Guarantee and Warranties
(1) The basis of our liability for defects is, above all, the concluded agreement on the quality of the goods. The product descriptions identified as such (even from the manufacturer) that have been provided to the buyer prior to the purchaser‘s order or that were incorporated into the contract in the same way as these GTCs are also regarded as an agreement on the quality of the goods. We assume no liability for any public statements of the manufacturer or other advertising statements.

(2) The customer‘s warranty rights presuppose that the customer has fully performed the customer‘s duties of examination and duty to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). Section 377 of the German Commercial Code (HGB) also applies in all other respects.

(3) Claims based on defects expire after 12 months from transfer of risk to our customers; the statute of limitations for the right of recourse pursuant to Section 478 of the German Civil Code (BGB) remains unaffected. A warranty for second-hand/refurbished or specially designated special items is excluded. This exclusion is made in writing to the customer. It may, in particular, be included in the request for proposal, in the order confirmation or in the invoice. Before returning any goods, our consent must be obtained.

(4) There are no claims based on defects in cases of insignificant deviations from the agreed-upon quality, but only in cases of minor impairment of serviceability.

(5) We shall bear the necessary expenses for supplementary performance. If these expenses, in particular transportation, travel, labour and material costs, increase because the goods to be delivered by us should be subsequently transported to a location other than the customer‘s location, then the customer shall bear these expenses.

(6) Recourse claims of the client against us shall only arise, if the client has not reached any agreements with its buyer over and above the obligatory statutory claims for defects. Compensation claims shall be excluded to the extent permitted according to Article 478, Para. 4, Clause 2 of the German Civil Law (BGB).

(7) A customer who seeks to make a complaint about the lamps shall fill out a complaint form and include the lamps in the return. Customer complaints regarding the lamps that do not contain completed complaint forms cannot be processed. The form can be downloaded from our website.

(8) The above-mentioned limitations and time-limit reductions shall not apply to the claims based on damages resulting from injury to life, limb or health which have been caused by us, our legal representatives or vicarious agents due to a wilful or grossly negligent breach of obligations as well as a fraudulent intent to breach important contractual obligations whose fulfilment actually facilitates the proper performance of the contract in the first place and whose observance by the contractual partner can normally be relied upon (fundamental obligations) within the framework of a guarantee promise „if agreed“ and if it is established that the Product Liability Act (ProdHaftG) applies.

(9) Unless otherwise agreed upon above, statutory warranty law applies.

§ 10 Liability
(1) For claims based on damages that were caused by us, our legal representative or agents, we assume unlimited liability for loss of life, limb or health in cases of intentional or grossly negligent breach of duty of the guarantee promise, if agreed upon and if the scope of the Product Liability Act allows.

(2) For breach of contractual obligations, the fulfillment of which allows for the proper execution of the contract and the compliance with which the signatory can regularly rely on (cardinal obligations), due to simple negligence by us, our legal representatives or our agents, the amount of liability is limited to the damages foreseeable at the time of conclusion of the contract and which should be expected to be incurred.

(3) Claims for compensation for damages are excluded.

§ 11 Damage in Transport
The risk of accidental loss and accidental deterioration passes to the customer/you as soon as we have delivered the goods to the forwarder, carrier or the person or establishment specified to carry out the delivery. Section 377 of the German Commercial Code (HGB) applies to merchants.

§ 12 Miscellaneous
(1) This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive jurisdiction for all disputes arising from this contract is Reinbek, unless our offer or our order confirmation states otherwise.

(3) All agreements made between the parties for the purpose of executing this contract are to be laid down in writing in these GTCs. In individual cases, individual agreements made with the buyer (including ancillary agreements, modifications and changes) take precedence over these GTCs. A written contract or our written confirmation is decisive for any content.

(4) If individual provisions of this contract are or become invalid or contain loopholes, the remaining provisions remain unaffected.
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