General Terms and Conditions of the SITOLUX GmbH

GENERAL TERMS AND CONDITIONS OF SITOLUX GMBH

The following general terms and conditions exclusively apply to all contracts concluded between SITOLUX GmbH (hereinafter referred to as ‘vendor’ or ‘we/us’) and a contractual partner (hereinafter referred to as ‘purchaser’):

1. General information

1.1 The general terms and conditions (GTC) valid at the time of order placement exclusively apply to all business transactions between the vendor and the purchaser. Deviating terms stipulated by the purchaser will not be accepted unless the vendor explicitly accepts them in writing.
1.2 The vendor provides the services according to the contractual agreements and in accordance with the latest state-of-the-art technology valid when the contract is concluded. Modifications to the state-of-the-art technology after the fulfillment of the contract are irrelevant to the lawful fulfillment of the contract by the vendor.
1.3 Contractual relationship
The vendor provides the services according to the contract in accordance with his business. There will be no employer-employee relationship even if the vendor provides services on the purchaser’s premises.
1.4 If deviating terms of delivery and payment are stipulated in an order, only our terms of delivery and payment will be valid – even if we do not explicitly reject the purchaser’s terms of delivery and payment. Deviating terms will only be accepted when explicitly acknowledged in writing.

2. Quotations

2.1 The vendor’s quotations, including the delivery periods stipulated, are subject to change without notice. They are valid for 30 days from day of submission of the quotation, i.e. the date indicated in the quotation.
2.2 If there is no other agreement, the prices are net prices – packaging and dispatch as well as the valid VAT rate (currently 19 %) are excluded.
2.3 Quotations must not be made available to third parties, especially not to competitors. Please inform us if you do not accept the quotation.
2.4 Lighting design drawings, profitability calculations and other project services explicitly required by the purchaser, have to be paid as agreed – plus dispatch costs if incurred – even if the order is not placed. The design drawings and calculations are carried out in all conscience and according to the purchaser’s specifications. Missing specifications will be completed with standard values of the respective lines / lamps. In this case, SITOLUX GmbH will not accept any liability for the completeness and correctness of these.

3. Purchase order and placement of order

3.1 A purchase order will be valid and binding after the explicit placement of the order or when the provision of services has started. If there are any complaints, these must be reported to the vendor immediately. If the order itself or parts of the order are subsequently changed by the purchaser, an adequate handling fee will be charged.
3.2 The delivery period agreed will start when all technical and design specifications have been agreed on.
3.3 Force majeure (official sanctions, operational disruptions, obstructions of transport routes) entitle the vendor, even if there is already a delay in delivery, to postpone the delivery for the time of obstruction plus an adequate run-up time or to partially or completely withdraw from the contract due to an unfulfilled part of the contract. The vendor will inform the purchaser about such a case immediately.
3.4 The validity of the contract is independent of third-party permissions (public authorities etc.). The purchaser is responsible for getting these permissions.
3.5 Demanded amendments (legal obligations etc.) are regarded as order extension.
3.6 Purchaser’s obligation to cooperate
The purchaser promises to reasonably support the vendor with the fulfillment of the contractual obligations, i.e. to provide the required specifications, supporting measures and documents completely and in due time.

4. Delivery

4.1 Dispatch or transport is carried out at the purchaser’s account and risk. The purchaser furthermore bears the costs of the transport insurance. The purchaser bears the transport costs (dispatch and return) of sample consignments. In case of return consignments, the purchaser must duly pack and insure the goods.
4.2 Goods that are ready for dispatch but not called off within 5 days by the purchaser will be stored at the purchaser’s expense, and a bill will be made out for the storage. The fixed rates are 5.00 € / day per package and 10.00 € / day per pallet.
4.3 Return consignments
Dissatisfaction is not an accepted reason for return. After having been informed about a defect by the purchaser, the vendor will repair or exchange defective goods immediately.

5. Terms of payment and remuneration

5.1 Depending on the purchaser’s solvency and the experience made, the terms of payment will be specified individually.
5.2 In case of default, companies will be charged 8 % p.a. default interest above the prime rate, private clients 5 %. Furthermore, dunning costs and collection costs must be paid in full.
5.3 Retention rights must not be charged up and claimed unless the counter-claim is uncontested and legally recognized.
5.4 Credit notes issued by the vendor can generally only be set off against new orders or re-orders.
If explicitly desired by the purchaser, this term can be ignored in individual cases but only with prior consent of the executive board.
5.5 In case of non-compliance with the terms of payment or if there is reasonable doubt about the purchaser’s solvency, which the vendor is only informed about after the conclusion of the contract, all of the vendor’s receivables (including liabilities from bills of exchange) will come due immediately. In this case, the vendor can resign from the contract and claim reasonable compensation for the damage caused – at least 25 % of the order value – unless the purchaser pays the whole order value in advance or submits a letter of credit.
5.6 If there is no other agreement, the contractual remuneration on a time basis is the amount of money that is to be paid for the time required to provide the contractual services. Materials required are billed separately. Waiting times of the vendor which are caused by the purchaser are billed like working hours. If there is no other agreement, the vendor will make out a final bill after all services have been provided. However, if the order volume exceeds 5,000 € net of assembly costs, the vendor will make out intermediary bills. The remuneration on a time basis has to be paid after receipt of an auditable bill. If there is no other agreement, a stipulated fixed price will be the remuneration for all contractual services. If there is no other agreement, a fixed price will come due after all services have been provided. The fixed price will only become due after the receipt of an auditable bill. Travel expenses are to be paid according to the contract – based on the price list for assembly services which can be obtained on request.
5.7 We are entitled to assign receivables from our business transactions.
5.8 The vendor either sends bills via letter mail or electronically via e-mail. Only if explicitly required by the purchaser, bills will exclusively be sent by letter mail. In this case, postage charges and possibly also a service charge will be billed additionally.

6. Retention of title

6.1 All of the vendor’s goods shall remain in the vendor’s title until the purchaser has paid all his outstanding balances relating to this business relationship, including future outstanding balances from contracts concluded simultaneously or afterwards. This also applies if outstanding balances have already been settled. If there are several outstanding balances, the oldest one will be settled.
6.2 This retention of title is referred to as guarantee for current account balance claims by the vendor.
6.3 Sample consignments will be billed after dispatch of the goods. A credit note will only be issued if the goods are returned in sound condition and at the purchaser’s expense within the period agreed (normally 14 days). Goods cannot be returned after this period of time or if they are damaged. In these cases, we will refuse the acceptance of the goods or return the goods at the purchaser’s expense. The return to a representative of SITOLUX GmbH does not replace the approval by the executive board. In this case as well, the goods might be returned at the purchaser’s expense.

7. Notice of defects and liability

7.1 Defective goods must be reported to the vendor immediately, i.e. within one week after receipt of the goods at the place of destination. Defects which could not be found with due diligence within this period of time must be reported in writing immediately after discovery – by the end of the warranty period at the latest – and processing or use of the goods must be stopped immediately. If the notice of defects is justified, the vendor will be allowed to repair the goods.
7.2 Further claims are excluded.
7.3 Unless the legal limitation period is shorter, all claims – for whatever legal reason – against the vendor will expire one year after the passage of title to the purchaser. § 852 BGB remains unaffected.
7.4 The latest version of the terms of warranty is valid.

8. Data protection, nondisclosure and security

The purchaser makes sure that the vendor is informed about all relevant facts which exceed the legal regulations but which are relevant for him for data protection and nondisclosure reasons. The purchaser must observe the legal data protection regulations. Vendor and purchaser must treat all information, trade secrets and business secrets, which they gain knowledge of with respect to the contractual relationship, as strictly confidential. In particular, they must not disclose them to third parties or make further use of them.
Personal data, details on the financial situation and other relations are subject to strict nondisclosure and must both be adhered to by both the purchaser and the vendor. Without explicit permission documents must not be disclosed to third parties. (German Data Protection Act)

9. Writing

The contract itself and all amendments to it as well as all contract-related statements and required notifications and documents must be made in writing.

10. Severability clause

If individual terms of the contract turn out to be legally void, this shall not affect the validity of the other terms. The contracting parties will cooperate in order to replace the legally void terms by terms which have more or less the same meaning as the legally void ones.

11. Miscellaneous

Place of fulfillment is the vendor’s headquarters. The contractual relationship is only subject to German law. If nothing else is legally stipulated, the place of jurisdiction will be Tübingen/Germany. If the permanent residence or the main residence of the purchaser is unknown when legal action is taken or if the purchaser relocates his permanent residence or main residence to a place outside the area of application of German law, the vendor’s headquarters shall be the place of jurisdiction.
Rottenburg am Neckar / Germany, as of January 2016, Executive Board