Terms of Delivery

beleuchten.lighting – General Terms of Delivery for Companies Outside Germany

I. Scope

1. All deliveries and services provided by beleuchten.lighting to buyers whose business is located outside Germany are governed exclusively by these General Terms of Delivery. They form an integral part of all contracts concluded with our contracting partners (hereinafter “Buyers”) regarding our products and services. These terms also apply to all future deliveries and services, even if not separately agreed.

2. Buyer or third-party terms of business do not apply, even if not expressly contradicted. Reference to letters, orders, or payments made without objection does not constitute acceptance of such terms.

II. Quotation and Contract Conclusion

1. Our quotations are non-binding unless explicitly stated otherwise or include an acceptance period. Orders may be accepted within fourteen days of receipt.

2. The purchase agreement, including these General Terms, exclusively governs the legal relationship between the Company and the Buyer. Verbal agreements prior to contract conclusion are non-binding unless confirmed in writing.

3. Modifications or additions to the agreement, including these terms, require written form to be effective. Fax or email transmission of a signed copy meets this requirement.

4. Statements about the delivery object (weights, dimensions, technical data, drawings) are approximate unless precise conformity is required. Deviations due to legal, technical, or commercial reasons are allowed if they do not impair usability.

5. Ownership and copyright of quotations, estimates, drawings, models, samples, and other documents remain with beleuchten.lighting. Without written consent, Buyers may not use or disclose these materials. Electronically stored data for normal backups is exempt from this restriction.

III. Prices and Payment

1. Prices apply to the scope of delivery in order confirmations. Additional services are billed separately. Prices are in EURO, ex works, excluding VAT, packaging, customs, and other duties.

2. List prices at the time of contract conclusion apply unless otherwise agreed.

3. Invoices are due within 30 days without deductions. Default occurs automatically after this period; statutory default interest applies, and we reserve the right to claim further damages or withdraw from the contract.

4. Offsetting or withholding payment is only allowed for undisputed or legally established claims.

5. We may condition further deliveries on advance payment or security if Buyer’s creditworthiness is compromised after contract conclusion.

IV. Delivery and Delivery Time

1. Delivery is ex works (EXW) from the Company’s premises unless otherwise agreed.

2. Delivery dates are estimates unless a fixed date is agreed. Delivery periods start upon handover to the carrier.

3. We may extend deadlines if the Buyer delays contractual obligations.

4. Partial deliveries are allowed if feasible, guaranteed for remaining goods, and without significant additional costs.

5. For fixed delivery dates missed due to our responsibility, Buyer must grant a minimum 14-day grace period in writing before claiming default remedies.

V. Reservation of Ownership

1. All deliveries remain property of beleuchten.lighting until full payment.

2. If ownership reservation is unenforceable locally, equivalent security is deemed agreed, and Buyer must cooperate with necessary measures to establish such rights.

VI. Fulfillment, Dispatch, Packaging, Risk, Returns

1. Place of fulfillment is the Company’s premises unless otherwise agreed. For installation, the site of installation is the fulfillment place.

2. Shipping method and packaging are at our discretion.

3. Risk transfers to Buyer if delivery is delayed due to Buyer’s fault from the date the goods are ready and Buyer is notified.

4. Storage costs due to Buyer delay are 0.25% of invoice per week unless proven otherwise.

5. Upon Buyer request and at Buyer cost, breakage risk for goods can be insured (1.5% net for indoor, 1% net for outdoor luminaires).

6. Returns without defects require prior consent. Credit for undamaged goods is 80% of invoiced price, minus reconditioning, packing, and transport costs. Custom products and special systems are non-returnable.

VII. Warranty

1. Warranty rights follow statutory regulations; period is 2 years from delivery.

2. For material defects, we may repair or replace at our discretion.

3. Warranty voids if Buyer modifies goods without consent, and additional costs from modifications are borne by Buyer.

4. Technical advice or consultancy provided outside contract scope is free of guarantee or liability.

5. Legal defects entitle Buyer to statutory rights.

VIII. Third-Party Property Rights

1. Delivery obligations apply only in the country of delivery, respecting third-party intellectual property rights. We may (i) obtain usage rights, (ii) modify services to avoid infringement, or (iii) replace them. Compensation is subject to Section IX.

2. Buyer must promptly inform the Company of third-party claims.

3. Claims are excluded if Buyer causes the infringement.

4. Claims are also excluded for Buyer-specific requirements, unforeseen use, modifications, or combination with third-party products.

IX. Liability

1. Liability follows statutory rules and these provisions.

2. Compensation is only for intentional or grossly negligent acts; simple negligence applies only to life, body, or health damages.

3. Liability for our employees’ simple negligence is limited; liability for product law remains unaffected.

4. Any other liability is expressly excluded.

X. No Russia Clause

1. Buyer shall not sell, export, or re-export goods to the Russian Federation or for use there.

2. Buyer shall prevent third parties from circumventing this obligation.

3. Buyer must maintain monitoring to ensure compliance by downstream parties.

4. Breach allows beleuchten.lighting to terminate the contract or claim a 5% contractual penalty and recover related damages.

5. Buyer must inform beleuchten.lighting of any compliance issues within two weeks of request.

6. This clause does not apply if Buyer is based in USA, Japan, UK, South Korea, Australia, Canada, New Zealand, Norway, Switzerland, Lichtenstein, Iceland.

XI. Final Provisions

1. Jurisdiction is Menden (Sauerland), Germany, or Buyer’s place of business at our choice.

2. Swiss law governs the contractual relationship, excluding CISG and conflict-of-law rules.

3. Invalid provisions shall be replaced by valid provisions that approximate the intended economic effect.

4. Market introduction outside the EEA requires explicit written consent from beleuchten.lighting.

Dated: 7/2024