General terms and conditions of business and delivery

I. General

(1) The company planlicht GmbH & Co KG, hereinafter referred to as the entrepreneur, concludes contracts with its customers exclusively on the basis of these General Terms and Conditions of Business and Delivery. The Customer waives the right to amend these General Terms and Conditions of Business and Delivery by sending its own terms and conditions. Should such terms and conditions of the customer nevertheless be or have been sent, the customer shall waive any legal effects arising therefrom. Terms and conditions of the Entrepreneur once put into effect between the Entrepreneur and a Customer shall also apply to all future contracts between them. The cancellation, amendment or modification of contracts must be in writing in order to be valid.

(2) Without written authorization by the Entrepreneur, the Employees are prohibited from making any promises that cancel, supplement or modify these Terms and Conditions; if such promises are binding on the Entrepreneur under the Consumer Protection Act, the Entrepreneur may withdraw from the contract at any time.

(3) The Customer is not permitted to transfer its rights and obligations under the contract with the Contractor to third parties without the Contractor’s written consent. All commercial and technical documents prepared or handed over by the Contractor are sales aids and remain the property of the Contractor. Any distribution and utilization requires the written consent of the entrepreneur. Sales aids may only be used to present and market the Contractor’s products. In particular, such documents may not be made accessible to third parties. The Contractor shall be free to request the return of such documents and sales information at any time without giving reasons.

II. Offers

(1) Offers of the Customer received by the Entrepreneur shall only be accepted by the Entrepreneur by written declaration of acceptance or by actual performance; the Customer making the offer shall be bound to its offer for a period of four weeks from receipt by the Entrepreneur.

(2) Offers of the Contractor as well as the content of other business documents (cost estimates, circulars, catalogs, price lists, brochures, advertisements, illustrations, etc.) are in principle subject to change and non–binding and may be amended and revoked by the Contractor. The calculations of the offer are valid only when ordering the entire offered goods or quantity.

III. Delivery and delivery conditions

(1) Unless expressly agreed otherwise in writing, the delivery periods and dates are subject to change and non–binding. The delivery period begins with the legally effective conclusion of the respective contract, but not before complete clarification of all details concerning the planning and execution and not before the payment of an agreed down payment. In the event of a subsequent amendment to the respective contract, the Contractor shall be entitled to unilaterally reassess the delivery period and delivery date, even in the event of a binding written commitment.

(2) In the absence of any agreement to the contrary, the services shall be deemed to be agreed ex works (warehouse) of the Contractor and for the account and at the risk of the Customer; this shall also apply to partial deliveries. If collection has been agreed, the risk shall pass as soon as the goods are made available for collection. If the customer does not take over the goods as agreed, the risk shall pass to the customer on the agreed date and the customer shall be obligated to bear all costs for storage, whether with the contractor or with third parties. If the goods are to be delivered by the entrepreneur to a certain place as a result of a separate agreement, the delivery there shall not be deemed to be carriage paid without further agreement. The entrepreneur is free to choose the means of transport. Upon handover to the forwarding agent or carrier, the risk shall pass to the customer, irrespective of any subsequent acceptance by the customer. The delivery and the fulfillment of the delivery term shall be made in our core markets Austria, South Tyrol, Switzerland, Germany, France, Finland freight prepaid named place of destination (CPT) according to the version of the International Chamber of Commerce in Paris INCOTERMS valid on the day of the conclusion of the contract. Unless otherwise expressly agreed in writing, delivery shall be made free of charge within Austria from a net order value of EUR 350 to Germany and Switzerland, South Tyrol from a net order value of EUR 750 to France from a net order value of EUR 500 and to Finland from a net order value of EUR 1000. For shipments below the aforementioned amount, freight charges shall be borne by the customer. The entrepreneur reserves the right to process deliveries by cash on delivery. In addition, in order to cover any claims arising from hidden defects caused by transport, the Contractor shall be entitled to charge the Customer a surcharge in the amount of 1% of the net value of the goods.

(3) If the performance of a contract is impeded by force majeure (e.g. strikes, major operational disruptions as well as all circumstances which make delivery considerably more difficult or impossible) and if this cannot be remedied by the Contractor or can only be remedied in an economically unreasonable manner, the Contractor shall be released from its contractual obligations without the Customer being entitled to claim damages. After the hindrance has ceased to exist, the Contractor shall be entitled to perform the delivery or service or to withdraw from the contract with regard to the part not yet performed. In this case, the Customer may request the Contractor by registered letter to declare whether it intends to withdraw from the contract or to deliver within a reasonable period of time. If the Contractor does not make a declaration within 14 days after receipt of the written request, the Customer may withdraw from the contract, waiving any claims for damages.

(4) If the Customer is absent on the delivery date or defaults on the arrangements necessary for the performance of the (partial) delivery, the performance or delivery shall be deemed to have been accepted. Risk and costs are transferred to the customer, if not already done earlier. If the Customer does not accept the contractual goods or services at the right place or at the right time, the Contractor may in any case either demand performance or withdraw from the contract after setting a reasonable grace period; in this case, the Customer shall be liable for the entire damage resulting therefrom.

(5) If the Contractor is responsible for the delay, the Customer may, after setting a reasonable grace period of at least 14 days, either demand performance or declare its withdrawal from the contract. The declaration of withdrawal must be made by the customer in writing, unconditionally and specifically, already at the time of setting the extension. Withdrawal from the contract shall only become effective if the Contractor also culpably fails to meet the grace period. Further claims, in particular from the title of damages, are expressly excluded to the extent permitted by law.

(6) The Contractor shall be entitled to make compliance with delivery periods and deadlines dependent on the receipt of agreed down payments, on the timely payment of outstanding claims, on the clarification of subsequently arising open questions, on the fulfillment of all technical and spatial prerequisites as well as on the fulfillment of all other contractual obligations, without triggering any consequences of default for itself.

(7) Unless otherwise expressly agreed in writing, the Contractor shall be entitled to make partial and advance deliveries and to issue corresponding partial invoices for them.

(8) Obvious transport damages or defects shall be reported by the Customer to the carrier and the Contractor immediately upon receipt of the delivery and shall be confirmed by them. Transport damages or defects which were not recognizable in packed condition must be reported to the carrier and the entrepreneur within three days after receipt of the goods. Otherwise, a settlement of transport damages or defects via the contractor is excluded.

IV. Withdrawals

Withdrawals require, subject to the express written consent of the entrepreneur, an express prior written notification and can only be made within four weeks from the date of delivery or performance. In case of the entrepreneur’s consent, only flawless, technically up–to–date and originally packaged goods will be taken back. Depending on the internal effort, the customer will be charged min. 20 % of the value of the goods (at least EUR 10,–) will be charged for manipulation costs. Any transport costs incurred for returns of any kind shall in any case be borne in full by the customer.

V. Sample deliveries

By agreement, there is the possibility of samples provided for four weeks. In the case of sample deliveries, the payment term shall be extended by the said retention period. The postage is to be paid by the customer for the outward and return delivery. Sample deliveries shall only be taken back and credited by the Contractor if they correspond to the original delivery in scope and quality, no mechanical assembly has been carried out and the goods do not show any damage. Illuminants of all kinds are excluded from return.

VI. terms of payment

(1) Prices (charges) for sales of goods of the Entrepreneur shall apply, unless expressly agreed otherwise in writing, ex works (warehouse) in Euro net plus the applicable statutory value added tax, including packaging but excluding freight, insurance, customs duties, fees or other ancillary costs. Price increases due to the increase of prime costs (especially material prices, wages, general expenses, etc.) between the conclusion of the contract and the fulfillment shall be charged to the customer and shall be borne by him. Orders without price determination shall be invoiced at the Contractor’s usual prices applicable on the date of invoicing. Technical changes or deviations from specifications of any kind are to be accepted by the customer at the generally customary price, provided that they do not run counter to the intended use intended by the customer.

(2) Unless otherwise agreed in writing, the remuneration including all ancillary charges (value added tax etc.) shall be due within 14 days from the date of invoice without deduction and discount.

(3) Invoicing shall generally and exclusively take place by electronic means.

(4) The Contractor is not obliged to accept checks. Payments by check shall be made on account of payment only. All charges and bank commissions in connection with transfers, of whatever nature, shall be borne by the customer. In case of bank transfer and check, the day of account crediting or cashing shall be considered as the day of payment receipt. In the event of default of payment, the statutory default interest plus reminder charges shall be agreed upon. In addition, in case of judicial demand of the amount owed, the discounts and other price reductions shall expire and the gross list prices shall be deemed to be owed.

(5) In the event of default with even a single (partial) payment, a loss of time shall occur and all invoices and claims shall be due immediately without requiring an express due date by the Contractor. The same applies in the event of a significant deterioration in the financial circumstances of the customer. In this case, the Contractor shall also be entitled to withdraw from the contract and to take back the goods delivered to the Customer, to demand surrender or to withhold outstanding deliveries/services, including those relating to other orders, after setting a reasonable grace period.

(6) After a withdrawal from the contract becomes effective, the Customer shall immediately return the goods already delivered to the Entrepreneur at its own expense without any further request, provide compensation for any reduction in value and reimburse all expenses incurred by the Entrepreneur in the course of the performance of the contract and its reversal.

(7) Unless mandatory statutory provisions to the contrary apply, the Customer may not set off its claims against claims of the Contractor. Incoming payments can be credited by the entrepreneur, regardless of the dedication by the customer, in each case to the oldest delivery/service.

(8) Unless mandatory statutory provisions to the contrary apply, the Customer shall have no right of retention or lien on the goods of the Entrepreneur.

(9) In the event that goods are to be delivered to a third country, the Contractor expressly reserves the right to subsequently charge the legally valid value added tax if the Customer fails to comply with its obligation to provide proper export documentation.

VII. Retention of Title

(1) Until full unconditional payment of all claims of the Entrepreneur arising from a contract, including interest, costs and expenses, as well as until full performance of all other present and future financial obligations of the Customer in connection with the respective delivery/service as well as due to all other deliveries and services, the delivered goods shall remain the unrestricted property of the Entrepreneur. Also, ownership of goods from future deliveries shall not pass until the claims from the previous deliveries have been settled in full. The customer shall, at his own expense and on his own initiative, take all steps and make all declarations which, depending on the situation of the item, are necessary to establish or maintain the retention of title.

(2) A sale or pledge of the reserved goods prior to the complete fulfillment of all financial obligations is only permissible with the express written consent of the Contractor. Irrespective of this, the customer already hereby irrevocably offers to assign all claims arising therefrom to the entrepreneur for his satisfaction in the event of resale of these goods. The Contractor may accept this offer of assignment at any time without any time limit. All related fees and costs shall be borne in full by the customer.

(3) Until the complete fulfillment of all financial obligations, the Customer is furthermore not entitled to process or combine delivered goods with other items, otherwise the Entrepreneur shall be entitled to the sole ownership of the items resulting from the processing, treatment and combination.

(4) In the event of a seizure or other claim on the delivered goods, the Customer shall be obliged to notify the Contractor without delay and to take all measures at its own expense to safeguard the Contractor’s right of ownership. If the goods subject to retention of title are segregated by the Entrepreneur, the Entrepreneur may store them at the expense and risk of the Customer. The latter shall reimburse the entrepreneur for all expenses incurred in connection with the assertion of ownership.

(5) In case of non–payment of a due claim of the Entrepreneur, cessation of payments, opening of insolvency proceedings or execution on goods subject to retention of title, the Customer shall return all goods subject to retention of title to the Entrepreneur.

VIII. Claims for Damages

(1) The liability of the entrepreneur for damages of the customer is excluded for slight negligence. To the extent permitted by law, the Contractor shall not be liable to the Customer for loss of profit, impairment or loss of good will, impairment or loss of business opportunity, consequential loss of any kind, other economic loss, pure pecuniary loss, loss of interest, loss arising from third party claims against the Customer and/or any other loss arising out of or in connection with individual supply contracts or with these General Conditions. If a more extensive exclusion of liability is permissible in individual cases, this shall be deemed to be agreed.

(2) In case of gross negligence, the liability of the Contractor for damages shall be limited to ten times the net invoice amount of the delivered goods causing the damage.

(3) In case of non–compliance with any conditions of the Contractor for assembly, commissioning and use, any compensation for damages shall be excluded.

(4) Unless mandatory statutory provisions to the contrary apply, liability for damages under the Product Liability Act and other comparable standards, regardless of the legal system from which they arise, is excluded. The Customer undertakes to transfer this exclusion of liability in favor of the Contractor to any purchasers. The Customer shall be obliged to keep its employees continuously and demonstrably informed of all information and instructions provided by the Contractor with its products, as well as of legal regulations.

IX. Complaints and warranty

(1) Unless separate written agreements have been made in individual cases or mandatory statutory provisions apply — in particular in the legal relationship with consumers within the meaning of the Consumer Protection Act of March 8, 1979, as amended from time to time — the Entrepreneur shall be obliged to provide a warranty in accordance with the following provisions of paragraphs (2) to (8). In case of applicability of mandatory legal provisions, these shall apply; in case of other invalidity, point XIII. paragraph (4) of the General Terms and Conditions of Business and Delivery shall apply.

(2) The warranty period shall be six months from the transfer of risk; the warranty period for replacement parts and improvements shall be three months. Warranty claims shall become statute–barred at the latest within six months from the date of timely notice of defect. For consumers, the statutory provisions on the warranty period apply.

(3) Both visible defects, missing parts and hidden defects shall be notified in writing immediately after handover and by means of immediate cessation of in–house and/or third–party processing by third parties, otherwise excluding the warranty; expenses incurred by the Customer, irrespective of their nature, in connection with complaints shall in any case be borne exclusively by the Customer, unless a written agreement was expressly reached with the Contractor on their amount and reimbursement prior to the occurrence thereof. In the absence of timely notice of defects, the goods shall be deemed to have been accepted unconditionally, properly and free of defects.

(4) In the event of a timely complaint, the Contractor shall, at its option, only be obliged to improve or replace the goods; for this purpose, the Contractor shall be granted a reasonable period of time, however, at least one month. If the improvement or the replacement means a disproportionate effort for the entrepreneur, he can also fulfill his warranty obligation by granting an appropriate price reduction; if the defect is not minor, the entrepreneur can demand cancellation of the contract (redhibition). In the cases of price reduction and conversion, the Entrepreneur shall fulfill its obligations provided that it issues a corresponding credit note in the Customer’s favor in the amount of the Customer’s claim resulting therefrom. If the customer, for reasons for which he is responsible, is not present at a date agreed for the improvement or if he makes the improvement or the replacement more difficult or makes this impossible, this shall be deemed to be a waiver of the warranty claims.

(5) The costs incurred by the above measures, with the exception of shipping costs for spare parts or replacement goods, shall be borne by the customer (additional payment).

(6) The Contractor shall not be obliged to remedy defects as long as the Customer does not meet its payment obligations, including any additional payment.

(7) In case of fault, the Contractor shall be liable for damages only in case of gross negligence or intent, but not in case of slight negligence. In the event of compensation for damages, the above rules shall apply accordingly in accordance with paragraph (4).

(8) The warranty of the entrepreneur is excluded if the goods have been used in an unusual way, the defect has been caused by the customer or a third party or if the customer or a third party has manipulated or repaired the goods. The warranty is excluded for consumable and wear parts.

(9) The warranty is automatically voided if the installation is not performed by a licensed electrical contractor.

X. Documents

Documents (e.g. invoices, rejection of the order, etc.) sent to the Customer at the last known address or address shall be deemed received by the Customer in any case, unless the Customer has notified the Contractor in writing of a change of address in due time. If, however, a change is made to a document (invoice), the Contractor shall charge a flat fee of EUR 25,– net!

XI. Privacy

(1) The Customer acknowledges that the data about the Customer specified in the Contract will be stored, used and processed by the Seller for the purposes of accounting, credit assessment and customer records. The data will be used for the fulfillment of legal requirements, for the processing of payment transactions and for advertising purposes by the seller.

(2) The customer has a right to free information about his personal data stored by the seller and, if necessary, a right to rectification, deletion and blocking of the same.

XII. Choice of Law, Place of Jurisdiction and Severability Clause
(1) The place of performance for all mutual deliveries/services and payments shall be exclusively 6134 Vomp.

(2) For all contracts concluded between the Entrepreneur and the Customer and for all claims arising from the existence or non–existence of these contracts, the application of Austrian law is agreed, with the exception of the provisions of Austrian private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods.

(3) The exclusive place of jurisdiction for all legal disputes arising from the contractual relationship shall be the court having subject–matter jurisdiction for 6134 Vomp; however, the Entrepreneur shall be free to sue the Customer also at another domestic or foreign statutory place of jurisdiction.

(4) If individual provisions of these General Terms and Conditions of Business and Delivery are invalid, the contracting parties hereby expressly undertake to agree on legally effective provisions which come as close as possible to the economic purpose of the invalid provisions. The validity of all other provisions shall not be affected by the invalid provisions.

Status: 09/12/2016