1 General terms and conditions
1.1 These terms and conditions shall apply exclusively to all present and future business relationships with resellers or commercial buyers (purchasers) for the purpose of § 14 German Civil Code (BGB). Different or supplementary terms and conditions of the purchaser as well as ancillary agreements are only binding if they are confirmed in writing by Regiolux GmbH (supplier).
1.2 Quotations for prices and services are only binding for the supplier with their confirmation or if a delivery has been made. Any other declarations and warranties must be in writing to be binding.
2 Offers and order acceptance
2.1 Offers contained in brochures, advertisements, on the website etc. are subject to confirmation and not binding; this also applies to the prices. Individual written offers from the supplier shall become invalid no later than 90 days after the date of the offer, insofar as they are not accepted.
2.2 If orders received by the supplier are not confirmed in writing or carried out within one month of their receipt, the purchaser is entitled to cancel the order without them being able to claim any kind of damages from the supplier as a result of this.
2.3 We will charge a minimum order surcharge of 25 euros for net orders valued at less than 250 euros.
3 Prices
3.1 Prices are calculated in euros w/o VAT, which is calculated separately at the respective applicable rate. The prices are calculated according to the prices valid on the date the contract was concluded. If the delivery is made more than 4 months after the conclusion of contract, the prices valid on the date of delivery can be invoiced.
3.2 Unless otherwise agreed in writing, the prices are ex works within the Federal Republic of Germany and include original packaging, which cannot be returned due to an agreement between the supplier and Interseroh GmbH.
3.3 Non-private purchasers pledge to ensure that the delivered products are disposed of according to the provisions of the WEEE Directive. If the goods are resold, the purchaser shall assign this obligation to their contractual partner.
4 Terms of payment
4.1 Unless otherwise agreed, our invoices must be paid within 30 days of the invoice date. They can be offset against other outstanding claims at the supplier's choice. A discount of 2% shall be granted by the supplier for payments received by the supplier within 8 days of the invoice date.
4.2 The purchaser’s right of retention, where it is not based on the same contractual relationship, and the offsetting against contested or not legally determined claims is excluded.
4.3 If the purchaser is in default of payment in full or in part, he is bound – notwithstanding all other rights of the supplier – to pay default interest at the annual rate of 6% above the base lending rate from this point in time.
4.4 If the purchaser ceases payments or applies for insolvency to be opened, or if they fail to cash cheques or bills of exchange, all of the supplier’s claims shall become due immediately.
5 Retention of title
5.1 The supplier retains ownership of the goods until full payment has been received for all outstanding transactions. The reserved goods may not be pledged or used as security.
5.2 In the event of the permissible resale of the reserved goods within the ordinary course of business, the purchaser herewith assigns all future claims against their customers arising from the resale to the supplier by way of security until all of the supplier’s claims have been settled, without any further specific declarations being required at a later date; this assignment shall also extend to balance claims resulting from existing current account relationships with the customer or their termination by the purchaser. If the reserved goods are sold together with other goods without a separate price having been agreed for the reserved goods, the purchaser assigns to the supplier, with priority over the other claims, that part of the total price claimed which corresponds to the value invoiced by the supplier. The purchaser is authorised to collect the assigned demands from the resale until further notice; they is not entitled to dispose of them otherwise, e.g. by assignment. At the request of the supplier, the purchaser must inform the customer of the assignment and provide the supplier with the documents needed to assert their rights vis-a-vis the customer, e.g. Invoices, as well as the required information.
5.3 If the purchaser fails to meet all or some of their payment obligations within 10 days of the due date, if they fail to honour due cheques or if an application is filed for insolvency, the supplier shall be entitled to withdraw from the contract and to demand the return of the goods. The purchaser must hand over the goods to the supplier. The purchaser grants the supplier or any authorised representative of the supplier access to all business premises during business hours. The supplier is entitled to realise the reserved goods with the diligence of a prudent businessman and to satisfy open claims by offsetting them against the proceeds.
5.4 If the value of the collateral exceeds the claims of the supplier against the purchaser resulting from the current business relationship by a total of more than 20%, the supplier is obliged to release collateral at their own discretion at the request of the purchaser.
6 Delivery
6.1 Deliveries of orders with a net value of over 1,200 euros will be free to the loading area, delivery within Germany.
6.2 Delivery periods are only binding if they have been expressly confirmed as such by the supplier.
6.3 The delivery period begins on the date a written agreement is reached on the order between the purchaser and supplier. The delivery period shall be deemed as met if the goods have left the warehouse within this period. If shipment or handling is delayed for reasons for which the supplier cannot be held responsible, the delivery period is deemed as met if a notification that the goods are ready for dispatch is sent within the agreed delivery period.
6.4 If it has been proven that non-compliance with the delivery period is due to mobilisation, war, riots, strikes, lockouts or any other unexpected events that are beyond the control of the supplier or his subcontractors, the delivery period shall be extended by a reasonable time.
6.5 If the supplier is in default, the purchaser can claim compensation amounting to 0.5% for each full week of default, up to a maximum of 5% of the value of the delayed goods, if they are able to prove the damage they have incurred. Any other claims for damages are excluded in all cases of late delivery, even after expiration of any grace period granted to the supplier. Within the scope of legal provisions, the purchaser may only withdraw from the contract if the supplier is responsible for delay in delivery.
6.6 The purchaser is obliged to declare whether they wish to withdraw from the contract because of delay in delivery and/or whether they wish to claim damages in lieu of performance or insist on the delivery at the supplier’s request and within a reasonable period of time.
6.7 If the purchaser causes a delay in the shipment or delivery of the goods, the supplier is entitled to bill them for any additional costs incurred.
6.8 Partial deliveries are permissible unless opposed by the legitimate interests of the purchaser.
7 Shipment
The risk is transferred to the purchaser on delivery of the goods to the shipping company or carrier, irrespective of who bears the costs of shipping. If requested by the purchaser, the delivery is covered by transport insurance, the costs of which will be borne by the purchaser. No compensation will be paid for breakage in transit where breakage insurance has been refused.
8 Acceptance
8.1 The purchaser shall provide the supplier with the name(s) of one or several person(s) who is/are authorised to accept the delivery and sign the delivery note in due time before the delivery date. This applies in particular if the delivery address is not the registered office of the purchaser.
8.2 If none of the persons authorised by the purchaser are present to accept the goods on the agreed date and at the agreed place of delivery, the purchaser is in default of acceptance and the risk passes to him. The purchaser shall also bear any additional costs that are incurred if a second delivery has to be made.
8.3 The purchaser is required to check immediately whether the goods have been damaged during transport and to immediately inform the carrier and supplier about any damage or loss. Negligible defects do not justify refusal of acceptance by the purchaser.
9 Return of goods
If the supplier has no statutory obligation to accept returned goods, the purchaser may only return goods with the supplier's express written consent and providing these are undamaged and returned in the original packaging. 30% of the invoiced amount will be deducted from the credit note to cover handling expenses. All reworking, freight and packaging costs will be billed to the purchaser. Special and recessed luminaires may not be returned.
10 Warranty
10.1 The supplier shall initially provide warranty for defects in the goods within a reasonable period of time at his discretion by repair or replacement delivery.
10.2 If the repair or replacement is not successful at the second attempt, the purchaser can always demand a discount on the price (reduction) or a cancellation of the contract (withdrawal) at their discretion. In the event of only a minor breach of contract, particularly in the case of insignificant defects, the purchaser shall not be entitled to a right of withdrawal.
10.3 The purchaser must notify the supplier in writing about any defects within two weeks of receipt of goods or discovery of the defects, otherwise no warranty claims can be asserted. The duty to give notice of defects shall also apply to the purchaser’s rights of recourse pursuant to § 478 of the German Civil Code (BGB) from the time when the defect notified by the purchaser’s customers becomes known. § 377 of the German Commercial Code (HGB) remains unaffected.
10.4 If the purchaser chooses to withdraw from the contract after subsequent performance has failed, they shall not be entitled to any additional claim for damages on account of the defect.
10.5 The warranty period is one year from the date of the transfer of risk of the goods.
10.6 The purchaser may only claim reimbursement of the costs of subsequent performance if they can prove that they were legally obliged to take back or repair the goods via-à-vis their contractual partner and claimant. The purchaser’s right of recourse against the supplier pursuant to § 445a of the German Civil Code (BGB) is limited to cases where the purchaser has not concluded any agreement with their customer exceeding the scope of the statutory provisions governing claims based on defects. In the event of a justified subsequent performance due to defects, the supplier shall only be obliged to bear the necessary expenses, in particular transport, travel, labour and material costs, if these have not increased due to the fact that the goods were taken to a place other than the registered office or the commercial branch of the purchaser to which delivery was made.
Claims based on new commissioning, new software installations or software updates required for the purpose of subsequent performance are excluded unless the last contract in the supply chain is a consumer goods purchase. Including this exception, the supplier is also not obliged to make advance payments to the purchaser for transport costs or damage assessment costs.
10.7 Any manipulation of the supplier's products and their packaging, such as modification, reworking, re-stamping, is not permitted and violates, among other things, the supplier's registered trademark rights. Such modifications may have a negative effect on the technical properties of the supplier’s products, damage them and possibly cause consequential damage to other objects. The supplier cannot under any circumstances be held responsible for damage caused by such modifications.
11 Liability
11.1 Claims for damages, whether these are due to defects in the goods or due to other damages including consequential damages incurred by the purchaser or a third party, in particular also those arising from culpa in contrahendo, culpable breach of contract and tort, are excluded.
11.2 This shall not apply in the event of fraudulent intent, liability under the Product Liability Act, injury to life, limb or health and in the event of a wilful and grossly negligent breach of duty. The supplier shall only be liable for property damage and financial loss caused by slight and ordinary negligence in the event of a breach of material contractual obligations and insofar limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
11.3 The purchaser’s claims for damages, whether for defects in the goods or for other damage, shall become statute-barred one year from the transfer of risk of the goods. This shall not apply in the event of fraudulent conduct, non-compliance with a quality guarantee and in cases where the law prescribes longer periods.
11.4 Insofar as the liability of the supplier is limited, this shall also apply to the personal liability of the employees, legal representatives and vicarious agents of the supplier.
12 Final provisions
The laws of the Federal Republic of Germany shall apply. The exclusive place of jurisdiction for all disputes is Hassfurt. The invalidity of any term of these conditions shall not affect any part of the remaining conditions and the contract itself.
Königsberg, May 2021