General considerations and scope:

Our deliveries, services, and offers are based exclusively on these terms and conditions.
These also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon acceptance of the goods or service.
Deviating or conflicting terms set by the purchaser are only binding for us if we have expressly agreed to them in writing.

Scope of services and conclusion of contract:

• Our offers are subject to alteration and non-binding. The submission of offers does not oblige us to accept orders. Orders shall only be deemed accepted by us on receipt of our written order confirmation. This also applies to orders placed with our sales representatives.
• The technical specifications in our catalogues, price lists, and drawings are only characteristics according to section 434 (1) no. 2 sentence 2 of the BGB (German Civil Code) if this has been expressly set out in writing.
• The information in our catalogues and price lists applies to ready-to-connect wired luminaires, for operating voltages 230 V/50 Hz. Our luminaires are designed as interior lights according to VDE 0711 for ambient temperatures up to a maximum of 25°C. Luminaires for other voltages, frequencies, starterless operation, and other special versions are available on request.

Prices:

The calculation is made according to the prices (in EUR) agreed on the day of delivery plus the statutory value-added tax and are to be understood ex works.

Delivery:

• Delivery is ex works. On orders over EUR 800, we deliver free of charge to the place of receipt, excluding cartage. For a net order value exceeding EUR 1,500, delivery is free of charge. Free delivery means: "Provision of the vehicle at the place of unloading for unloading."
• In the case of very small orders, the costs of order processing exceed the order value. We therefore charge a processing fee of EUR 5 for a net product value of less than EUR 25.

Delivery and acceptance period:

• The delivery period begins with the date of dispatch of our order confirmation, but not before complete clarification of all technical details. Delivery periods are given according to our best judgement but shall only constitute grounds for default (section 286 (2) of the BGB) if this is expressly confirmed by us separately. Partial deliveries are permitted to us, as far as they are reasonable for the purchaser. The delivery period is met if the item for delivery has left the supplier's factory or warehouse before its expiry.
• Events of force majeure affecting the supplier or his subcontractors extend the delivery time accordingly. This also applies to official directives, difficulties in the supply of energy and raw materials, strikes, lockouts, traffic disruptions or unforeseen delivery difficulties, insofar as they are not the responsibility of the supplier. In such cases, the supplier is entitled to withdraw from the contract as a whole or in part. The purchaser shall have no right to claim damages due to such a withdrawal.
• In the event of a delay in delivery for which we are responsible and after expiry of a reasonable grace period set in writing by the supplier, the purchaser - excluding any further claims and provided that he can prove that he has incurred or will incur damage as a result of the delay in delivery - shall be entitled to
• a) claim compensation for each completed week of delay of 0.5% each, but no more than a total of 5% of the price of the outstanding delivery.
• b) withdraw from the contract as soon as the damage, for which evidence must be provided and caused by the delay in delivery, exceeds 20% of the price for the outstanding delivery.

Transfer of risk, shipping method, packaging:

• The supplier shall select the packaging and shipping method to the best of his knowledge, unless a specific shipping instruction is available.
• The risk shall pass to the buyer upon leaving the supplying plant or warehouse. This also applies to partial deliveries. The shipping risk is always borne by the buyer, even if the sales prices are free of all charges, carriage paid, FOB or CIF.
• INTERSEROH AG commits to the environmentally appropriate disposal and recycling of the resulting packaging material on our behalf. The contractual partners of INTERSEROH AG dispose of the packaging material from the point of collection on the premises of the electrical wholesaler and electrical trade business. The contract number of RIDI Leuchten GmbH is 80020.

Transport insurance:

Instead of SVLS freight forwarder insurance, we have taken out our own transport insurance for our shipments. In all cases of damage, including shortfalls, the procedure is as follows:

• Have damages and losses attested by the carrier on the transport document upon receipt of the goods, asserting the claims, and report them to us within four days.
• The following documents must be submitted to us for processing the claim: Statement of facts (damage report), original transport documents with confirmation issued by the carrier, delivery note, declaration by the purchaser that we are required to make a replacement delivery or provide a credit note.
• We can only accept complaints relating to quantities (shortfalls) if they are reported to the transport company on delivery and confirmed by the latter in writing to the purchaser.

Return of non-defective goods

• As a general rule, returns of goods require our prior written consent. Our drivers do not take back any goods without our written instruction to collect. Freight costs incurred for returns approved by us shall be borne by the buyer (sender).
• As a processing fee, 20% of the price of goods will be deducted from the credit note.
• The costs for inspection, repair, repackaging etc. are deducted additionally. Defective parts cannot be credited.
• Special designs may not be returned.

Payment:

Our invoices are due for net payment 30 days after the date of invoice. We grant a 3% discount for cash payment or payment by cheque or bank transfer within 10 days from the date of invoice. Payments shall be made ex paying agent of supplier. In the case of payment by bill of exchange, the bank, discount and collection charges shall be borne by the buyer. Payment shall only be deemed to have been made when we can dispose of the amount without the risk of recourse.
If the purchaser defaults on any payment, we shall, as a minimum, charge the statutory default interest rate (section 288 of the BGB) subject to the option of a further claim (section 288 (3) and (4) of the BGB).
If the purchaser is in default to a total amount of more than EUR 1,000 from previous deliveries, we shall be entitled

• to demand immediate payment of the entire remaining claims from the business relationship with the purchaser.
• to demand, at the purchaser's discretion, advance payment or the provision of collateral security for outstanding deliveries within a fixed term. After the deadline has expired without effect, we shall be entitled to withdraw from the contract and to claim damages for non-performance.
• Retention of payments and offsetting against a counterclaim made by the purchaser, which is disputed by us and has not become res judicata, is excluded.

Creditworthiness of the purchaser

Prerequisite for our delivery obligation is the creditworthiness of the buyer. If justified doubts arise in this respect after acceptance of the order, we are entitled to refuse delivery and to determine a reasonable period within which the purchaser shall, at his discretion, either pay the purchase price concurrently with the delivery or provide collateral. If the deadline expires without success, we may withdraw from the contract.

Retention of title:

• The objects of the deliveries (reserved goods) remain the property of our company until all of our payment claims resulting from the business relationship have been fulfilled. In the case of an outstanding account, the reserved title to the deliveries shall be regarded as safeguard for our balance claim. The purchaser shall only be considered to have the reserved goods at their disposal in the normal course of business and on condition that they also agree a retention of title with their customer. Pledges, transfers of collateral and the like are prohibited for the purchaser. Any pledges or other impairments of the reserved goods by third parties must be reported immediately.
• In the event of resale, the purchaser hereby assigns to the supplier - until all claims of the supplier have been satisfied - the claims arising from the resale and other claims against their customers together with all ancillary rights. Upon our request, the purchaser is obliged to provide all information and documents necessary to assert the supplier's rights against the purchaser's customer.
• Any treatment and processing of the reserved goods by the purchaser shall be carried out under exclusion of the acquisition of ownership according to section 950 of the BGB on behalf of the supplier. The supplier remains the owner of the item thus created, which shall serve to secure the supplier's claims pursuant to paragraph 1.
• If the purchaser processes the reserved goods by combining and/or mixing them with other goods not belonging to the supplier, the provisions of sections 947 and 948 of the BGB shall apply with the consequence that the supplier's co-ownership of the new item shall now be reserved goods within the meaning of these conditions.
• If the reserved goods are resold by the purchaser after treatment and processing in accordance with paragraphs 3 and 4, or together with other goods not belonging to the supplier, the assignment of the purchase price claim shall only apply in the amount of the invoice value of the supplier's reserved goods.
• If the value of the collaterals existing for the supplier exceeds the total claim by more than 20%, the supplier shall be obliged to release collaterals of their choosing at the request of the purchaser.
• In the event of breaches of duty on the part of the purchaser, in particular should they default on payment, we shall be entitled to withdraw from the contract and to realise the aforementioned collaterals after a reasonable period allowed to the purchaser for performance has expired without success. The statutory provisions on the dispensability of setting a deadline remain unaffected.
  In particular, the purchaser is obliged to surrender the reserved goods.

Material defects and liability:

The supplier is liable for material defects as follows:

• Claims for material defects become time-barred 12 months after the transfer of risk, unless longer limitation periods are mandatory by law.
• Defects must be reported in writing immediately - at the latest within 8 working days after receipt of the delivery. Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality and in the event of only insignificant impairment of usability or changes in quality due to the further development of a product.
• We shall not be held liable for damage caused by the influence of third parties, improper installation, overstraining, overvoltage or chemical influences, unless these are attributable to the supplier. This also applies to unauthorised intervention, repairs or changes to the delivery item by the purchaser or third parties. In such cases, the purchaser shall bear the full burden of proof - without easing the burden of proof - that the cause of the defect was already present at the time of the transfer of risk.
• The purchaser may only withhold payments - in a reasonable proportion to the material defects that have occurred - insofar as defects have been notified for which there is consensus between the contracting parties. If a notification of defects is unjustified, the supplier shall be entitled to demand reimbursement from the purchaser for the expenses incurred in connection with the inspection.
• In the event of justified and timely notification of defects, the warranty shall be limited to rectification of defects or replacement, at the supplier's discretion.
• If we fail to meet our warranty obligations within a reasonable period of time set in written form, the purchaser shall only be entitled at their discretion to withdraw from the contract or to demand a reduction of the purchase price.
• Further claims, in particular for compensation for consequential damages and lost profit, are excluded, irrespective of the legal grounds, in particular for breach of contract and unauthorised action. We are also not liable for installation and removal costs on site.
• The above exclusion of liability does not apply if the cause of damage is due to intent or gross negligence (by the supplier, a legal representative or vicarious agent) or damage to life, limb, and health. The purchaser's claims under the Product Liability Act dated 15th December 1989 remain unaffected.
• Project planning work and/or determination of the scope of delivery by ourselves shall be carried out exclusively in the interest of the purchaser. We accept no liability for this, unless we can be charged with intent or gross negligence.

Data protection:

With reference to the GDPR, we draw your attention to the fact that your personal data is stored and processed in our systems for the purpose of proper business transactions. There will be no specific notification by us.

Place of performance, place of jurisdiction and applicable law:

• The place of performance for all obligations arising from the contract or the contract negotiations, including liabilities from cheques and bills of exchange, shall be the respective place of business of
  a. RIDI Leuchten GmbH, 72417 Jungingen
  b. BERLUX Leuchten GmbH, 15738 Zeuthen.
• If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all contractual disputes - including actions on cheques and bills of exchange - is the registered office of the joint administration, 72379 Hechingen. However, we reserve the right to litigate at any other competent court.
• German law shall apply exclusively (also for export contracts). The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
• If no provision has been made in our Terms and Conditions for certain cases, the current version of the general delivery terms of ZVEI shall apply.

Binding force and validity of the above conditions:
If any of the above conditions is invalid for any reason, this shall not affect the validity of the remaining provisions.
RIDI Leuchten GmbH and
BERLUX Leuchten GmbH

05/2018