General Supply Terms & Conditions

I. General

1. These General Supply Terms & Conditions apply for all – including future – contracts, deliveries and other services in connection with which we, WE-EF LEUCHTEN GmbH, are the seller or contractor. These General Supply Terms & Conditions only apply if the customer or principal (hereinafter referred to as the “Principal”) is an entrepreneur (§ 14 of the German Civil Code (BGB)), a public-law legal entity or a public-law special fund.
2. By placing the order, the Principal declares itself in agreement with the following supply terms & conditions. Confirmations to the contrary by the Principal with deviating terms & conditions of the Principal’s, particularly the Principal’s purchasing and other general terms & conditions, are hereby expressly objected to. Our General Supply Terms & Conditions are deemed to have been accepted at the latest upon taking delivery of our goods or upon dispatch confirmation.
3. Any modification of contract terms which have been agreed upon in writing also requires the written form.
4. Oral ancillary agreements as well as any amendments or additions to a contract require our express written confirmation in order to be valid.
5. All dimensions, weights and illustrations are non-binding, but have been ascertained as well as possible. We hereby expressly reserve the right to make changes to the design and construction of our products which become necessary due to technical progress.
6. We retain our ownership and copyright usage and exploitation rights without limitation in cost estimates, drawings and other documents (hereinafter referred to as “Documents). The Documents may only be made accessible to third parties after our consent has been granted, and are to be returned without undue delay upon request if the order is not placed with us.
7. The Principal has a non-exclusive right to use standard software and firmware in the form of embedded codes as part of a product (“Embedded Software”) with the agreed performance features in unchanged form on the agreed devices. Embedded Software may only be used on the specific piece of the products, systems or devices supplied by us and intended for that purpose. Any additional usage of the Embedded Software on other products, systems, devices or hardware requires a separate agreement and is only permissible after payment of a corresponding usage fee. Copies may only be made for archive purposes, as a replacement or for troubleshooting.

II. Entry into contract

1. Our offers are non-binding and are subject to change, insofar as they are not expressly labelled as binding or do not contain a particular acceptance period.
2. The Principal’s orders only become binding after our written order confirmation.
3. The written contract or our written confirmation is authoritative for the contents of the contracts between us and the Principal.

III. Prices and payment terms

1. Insofar as nothing to the contrary is expressly agreed upon, our prices which are respectively current as of entry into contract are deemed to be ex warehouse/works. Insofar as nothing to the contrary arises out of these Supply Terms & Conditions (particularly pursuant to sections III.2 and III.3 hereof) or out of the order confirmation, agreed prices are understood to be without insurance, delivery costs, travel expenses, expenses, discount, other deductions and plus value-added tax in the amount prescribed by law on the date of invoicing.
2. After the commencement of default, default interest in the statutory amount can be charged. The right to assert compensation for more extensive default loss is hereby reserved.
3. We are entitled to rescind the contract or to supply only after advance payment, as we choose, if the Principal is in default with fulfilment of payment obligations owed to us or if during the contract term detrimental changes arise in the Principal’s circumstances which mean that fulfilment of the Principal’s obligations arising out of the deal as a proper businessperson would fulfil them can no longer be expected.
4. In the event of payment default, all of our other claims shall become due immediately as well. In such cases, we are also entitled to demand cash payment in advance for further (partial) deliveries.
5. Withholding payments or effecting set-off is only permissible on the basis of counterclaims which are undisputed by us or which have been determined in a final and legally-binding manner.
6. The Principal is not entitled to transfer claims arising out of this contract to third parties.
7. For orders with a value under EURO 500.00 net, we charge a small quantity surcharge of EURO 30.00 net inclusive of packaging. Delivery shall be charged separately.

IV. Delivery periods

1. Before exercising the rights to compensation due to non-performance, a reasonable supplementary period for performance must be set. The delivery period is prolonged by the period in which delivery impediments exist due to the reasons named in section IV.2. hereof.
2. Insofar as we are unable to adhere to binding delivery periods for reasons which are not attributable to us (unavailability of performance), we will inform the Principal of the same without undue delay and simultaneously notify the Principal of the probable new delivery period. If performance is not available during the new delivery period either, we are entitled to rescind the contract in whole or in part; any consideration already rendered by the Principal will be refunded by us without undue delay. The following in particular are deemed to constitute cases of unavailable performance in this sense: (i) lack of timely delivery to us by our supplier if we have entered into a congruent covering transaction, neither we nor our supplier is at fault, or in the individual case we have no procurement obligation, as well as (ii) circumstances which are to be regarded as force majeure, such as strikes, lockouts, no-fault business disruptions, including at our suppliers (e.g. tool breakage), delivery blockades, business shutdowns, refusal of import or export licence, or other sovereign interventions.
3. In the event of successive-delivery contracts or purchase contracts oriented towards ongoing deliveries, calls for goods and classifications of varieties are to be placed with us in a timely manner, no later than 6 weeks before the desired delivery date. The agreed total delivery quantity must be subdivided and called up within the agreed duration. If individual calls for goods by the Principal exceed the agreed monthly quantities or if those calls for goods significantly exceed the usual monthly quantities, we are entitled but not obliged to deliver the additional quantity.

V. Delivery, transfer of risk

1. Delivery is made ex warehouse/works, which is also where the place of performance is. At the Principal’s request and expense (section III.2 hereof), the goods will be sent to another destination (sale to destination). Insofar as nothing to the contrary is agreed upon, we are entitled to determine the type of shipment ourselves (particularly the transport company, transport route, packaging).
2. Partial deliveries are permissible.
3. The risk of accidental loss and accidental deterioration of the goods is transferred at the latest upon handover to the Principal. In the case of a sale to destination, however, the risk of accidental loss and accidental deterioration of the goods as well as the delay risk is transferred upon handover of the goods to the carrier, freight forwarder or other party or institution designated to executive shipment. Insofar as acceptance has been agreed, this is authoritative for the transfer of risk. Moreover, the statutory provisions of the law on contracts for works and services apply accordingly for an agreed acceptance. Mora accipiendi by the Principal is equivalent to handover or acceptance.
4. If dispatch is delayed due to circumstances attributable to the Principal, then the risk and the storage costs are transferred to the Principal from the date that the goods are ready for dispatch; however, we are obliged at the Principal’s request and expense to effect the insurance which it demands. If shipment is delayed by more than 4 weeks for reasons attributable to the Principal, we are entitled to rescind the contract and to assert the statutory claims.
5. The Principal is to take delivery of goods delivered, even if they have insignificant defects, irrespective of the rights arising out of section VIII. hereof.

VI. Environmental protection

The Principal hereby undertakes to ensure that the delivered products are disposed of pursuant to the provisions of the respectively-applicable old-equipment regulation. However, we are entitled, after consultation and agreement with the Principal, to take over the disposal on the terms & conditions which are usual at the time when the respective items are taken back. In the event of an onward sale, the Principal will transfer this obligation to its contract partner. We produce and deliver in conformity with WEEE and ROHS.

VII. Retention of title

1. We retain ownership of all goods delivered by us until the Principal has paid all claims, including future claims, arising out of the business relationship. This applies even if some of our claims are included in a current invoice and the balance has been drawn; the retention of title then pertains to the respective amount outstanding.
2. Subject to section VII.3. hereof, the Principal is entitled in the framework of the ordinary course of business to sell on the goods which are subject to retention of title. If the sale price is deferred for the purchaser, the Principal is obliged to retain title on the same conditions as those above. The Principal hereby assigns to us now the purchase-price claims to which it is entitled out of the onward sale. In the event of onward sale together with third-party goods, this assignment only applies in the amount of the value of the goods subject to the retention of title at the time of the onward sale. The assignment takes place temporarily without disclosure; however, we have the right to collect the claims ourselves as soon as the Principal does not duly fulfil its payment obligation. The Principal is obliged upon our request to notify the purchaser about the assignment and to provide us with all of the information necessary and useful for the assertion of the assigned claims.
3. The Principal is only entitled to sell on the goods subject to retention of title if it is guaranteed that the claim under the sale contract is transferred to us. For this reason, onward sale may not take place in the framework of a current-account relationship, nor may the assignability of the claims arising out of the onward sale be excluded with the purchaser.
4. If the realisable value of the securities existing for us exceeds our claims by more than 10% in total, then upon request by the Principal we are obliged to release the securities as we choose to that extent.
5. The Principal is obliged to insure the goods which are subject to retention of title appropriately against all of the usual risks, particularly fire, theft and water risks, and to treat them and store them with care. Insurance claims arising in the event of damage are to be assigned to us.
6. In the event of distraints and seizures of goods and/or the assigned claim by third parties, we are to be notified in writing without undue delay, together with a copy of the distraint record.

VIII. Complaints about defects, warranty

1. The goods purchased from us are to be inspected carefully without undue delay after arrival at the Principal, and if a defect is discovered, we are to be notified about the same in writing without undue delay. If no such notification is given, the goods are deemed to have been accepted insofar as it is a defect which was identifiable upon proper inspection. The same applies if in the event of an agreed acceptance process, the Principal does not carry out the acceptance process at all or in a timely manner or completely. If a defect is discovered subsequently, then this must be complained about without undue delay after discovery. A later complaint about defects is hereby excluded.
2. If a defect exists and has been complained about in a timely manner, we are entitled as we choose within a reasonable period either to effect subsequent performance in the form of defect rectification or to deliver a flawless item. If subsequent performance fails or if it is unreasonable for the Principal, the latter is entitled to rescind the contract or to demand reduction of the remuneration. In the case of a contractual non-conformity which is only minor, particularly in the case of only minor defects, however, the Principal is not entitled to a rescission right. We can refuse to effect subsequent performance if it is associated with disproportionate costs. In addition, the statutory regulations regarding subsequent performance apply.
3. We are entitled to make the owed subsequent performance dependent on the Principal paying the purchase price which is due. However, the Principal is entitled to retain a portion of the purchase price which is reasonable in relation to the defect.
4. The Principal is obliged to give us the requisite time and opportunity for the subsequent performance owed, particularly to hand over the goods complained about for checking purposes. In the event of replacement delivery, the Principal is obliged to return the defective item to us pursuant to the statutory provisions.
5. The expenditure required for the purpose of checking and subsequent performance, particularly transportation costs, transport costs, labour costs and materials costs, as well as – where applicable – the disassembly and installation costs, insofar as we do not carry out the installation and disassembly ourselves, is borne by or reimbursed by us pursuant to the statutory provisions if a defect does actually exist. However, if it transpires that the Principal’s demand for defect rectification is unjustified, we can demand that the Principal reimburse the costs arising as a result thereof.
6. In the event of the rectification of a defect or of replacement delivery (subsequent performance), sections VIII.1. and VIII.2. hereof apply accordingly.

IX. Liability for compensation

1. Insofar as nothing to the contrary is stipulated in sections VIII., IX.3 or IX.4 hereof, the Principal’s claims due to material defects or defects in title – regardless of the legal ground – are hereby excluded. In this context, we are not liable for damage which has not occurred to the delivery item itself. In particular, in this context we are not liable for lost profit or other pecuniary losses suffered by the Principal.
2. Insofar as nothing to the contrary is stipulated in sections IX.3 and/or IX.4 hereof, the Principal’s claims due to the breach of an obligation arising out of the contractual relationship are hereby excluded.
3. The foregoing limitations of liability (sections IX.1 and IX.2 hereof) do not apply insofar as we have mandatory liability, for example (1) pursuant to the German Product Liability Act, (2) due to loss of life, personal injury or damage to health which is caused by a negligent or intentional breach of obligation by us or one of our legal representatives or by one of our vicarious agents, (3) insofar as the cause of the harm is due to intentional behaviour or gross negligence by us or by one of our legal representatives or by one of our vicarious agents, (4) if the Principal asserts rights due to a defect under a guarantee of the quality or the particular duration of a quality, (5) if we negligently breach a key contract obligation whose fulfilment is what makes the due performance of the contract possible at all and on whose compliance the contract partner may usually rely (cardinal obligation), (6) if recourse claims in the delivery chain (pursuant to § 445a of the BGB) are involved.
4. Insofar as we negligently breach a cardinal obligation, our compensation obligation is limited to the foreseeable, contract-typical harm, insofar as no intentional behaviour or gross negligence is involved or we are not liable due to loss of life, physical injury or damage to health.
5. There are no claims against us due to damage or loss which is attributable to the Principal. Damage or loss is attributable to the Principal in particular if it is caused by defective assembly or commissioning by the Principal or third parties, flawed order data and norms in relation to the planned use, non-compliant usage, exceeding defined rated values (e.g. voltage, electricity, operating temperature), natural wear and tear, or defective or negligent handling.
6. We are not liable for consequential losses arising out of defective lighting planning which was created by us as a free-of-charge service.

X. Time-barring

All claims directed against us concerning a material defect or a defect in title become time-barred 12 months after the statutory warranty commencement, unless the German Product Liability Act or other legislation, particularly § 438 paragraph 1, nr. 2 of the BGB (building structures and items for building structures), § 445b of the BGB (recourse claims in the delivery chain) or § 634a paragraph 1, nr. 2 of the BGB (construction defects), prescribe longer periods. The time-barring of claims due to liability for harm arising out of loss of life, personal injury or damage to health which is caused by a negligent or intentional breach of obligation by us or one of our legal representatives or vicarious agents, and for other losses which are due to an intentional or grossly negligent breach of obligation by us or one of our legal representatives or vicarious agents, shall be determined in accordance with the statutory provisions.

XI. Final provisions

1. This contract is governed exclusively by German substantive law, excluding the application of the regulations of the CISG.
2. Our company’s headquarters (Bispingen) is the place of performance for both parties for all rights and obligations arising out of the transactions with us.
3. The courts in Lüneberg have local and international jurisdiction for all disputes arising out of this contract

a. if the other party is a businessperson, public-law legal entity or a public-law special fund, b. if the other party has no general legal venue (place of residence, headquarters or usual domicile) within the Federal Republic of Germany, or c. if after entry into contract that party moves its place of residence or usual domicile to outside the territory of the Federal Republic of Germany, or if its place of residence or usual domicile is unknown at the time the lawsuit is filed.

1. The statutory provisions apply for dunning procedures.
2. Should a provision of these Terms & Conditions and the other agreements entered into be or become invalid, then the validity of the rest of the contract shall not be affected thereby. The contract parties shall be obliged to replace the invalid provision with a provision which comes as close as possible to it in terms of its financial success.

Bispingen, as of: September 2022