AGB
AGB
1. General
(1) The business relationship between the supplier and the purchaser shall be subject to the following General Terms and Conditions, unless other agreements are confirmed in writing.
(2) The General Terms and Conditions shall also apply to all future orders placed by the Purchaser, even if the Supplier does not refer to them in each individual case.
2. Offer
(1) Suppliers’ offers, including delivery times, are subject to change.
(2) Unless otherwise agreed, prices are ex works excluding packaging.
(3) The Supplier reserves ownership and copyright to offers, drawings, drafts, etc. Offers, drafts, etc. may not be made accessible to third parties, especially competitors, and may not be used for tendering purposes. If the offer is not accepted, they must be returned immediately.
(4) For samples, sketches, drafts, and other design services expressly requested by the seller, the agreed fee must be paid, even if the order is not placed. Ownership shall pass to the purchaser upon payment of the fee.
(5) For illuminated advertising systems which are offered including installation, the price does not include: the low-voltage installation the provision of scaffolding or any lifting equipment any services of other trades, such as bricklaying, plastering or sealing work
3. Order and order confirmation
(1) The order becomes binding upon the supplier's order confirmation. Any complaints must be notified to the supplier immediately by the purchaser. Verbal side agreements are only valid if confirmed in writing by the supplier.
(2) The specified delivery time begins on the day on which the order has been finally clarified in technical and design terms. This also includes the payment of the agreed down payment and the granting of approval by authorities or third parties.
(3) Events of force majeure entitle the supplier, even within a delay, to postpone delivery for the duration of the disruption and a reasonable start-up time, or to withdraw from the contract in whole or in part due to the part not yet fulfilled. The supplier will be informed by the customer immediately of the occurrence of a case of force majeure. All unforeseeable circumstances that make delivery significantly more difficult or impossible for the supplier, such as currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, raw material or energy shortages) or obstruction of transport routes, are equivalent to force majeure, regardless of whether these circumstances occur at the supplier, its upstream suppliers or a subcontractor. The supplier is committed to the careful selection of its upstream and subcontractors.
(4) We reserve the right to make changes to the design which prove to be technically necessary and which are reasonable for the customer, taking into account the interests of the supplier.
(5) The validity of the contract is independent of approval by authorities or third parties. Obtaining such approval is the responsibility of the purchaser. If the approval is obtained by the supplier, the supplier shall be the purchaser's representative. The costs and approval fees shall be borne by the purchaser in all cases. If approval is ultimately denied, the supplier may claim the incurred costs plus 10% of the contract amount. The purchaser remains free to prove that the supplier has not suffered any damage at all or that the damage is significantly less.
(6) Necessary changes, including those due to official requirements, shall be deemed to be an extension of the contract.
4. Montage
1) It is assumed that any assembly work undertaken can be carried out without hindrance or delay.
(2) The installation prices, even if agreed as fixed prices, do not include costs resulting from delays or additional work required due to circumstances attributable to the customer. Any resulting labor, time, and material expenses shall be borne by the customer.
(3) Any necessary third-party services (see Section 2, Paragraph 5) may be commissioned by the Supplier at the Purchaser’s expense.
5. Delivery and acceptance
(1) Shipping or transport shall be at the customer's expense and risk. The customer shall bear the costs of any transport insurance. Any transport damage must be reported to the carrier immediately by submitting a report.
(2) If illuminated signage is installed by the supplier, the purchaser is obligated to accept the installation immediately after completion. If the supplier is prevented from doing so, the purchaser must complete the acceptance within 12 working days (Section 12, Paragraph 2 of the German Construction Contract Procedures (VOB) Part B).
(3) Goods reported as ready for dispatch or assembly that are not collected by the customer within five working days will be stored at the customer's expense and risk. An invoice will be issued at the same time.
6. Terms of payment
(1) Unless otherwise agreed, 1/2 of the price is due upon order placement and 1/2 upon assembly or readiness for delivery. The remainder is due upon acceptance.
(2) In the event of late payment, default interest will be charged. Furthermore, all reminder and collection costs must be reimbursed.
(3) Set-off and the assertion of a right of retention are excluded unless the counterclaim is undisputed or has been legally established.
(4) Travellers, representatives, fitters and drivers of the supplier are only authorized to accept payments if they present an appropriate power of attorney.
(5) Failure to comply with the payment terms or circumstances that become known to the Supplier after the conclusion of the respective contract and that give rise to reasonable doubts about the Purchaser's solvency shall result in the immediate maturity of all of the Supplier's claims, including current bills of exchange obligations. In this case, the Supplier shall be entitled to withdraw from the contract and demand compensation for any resulting damages, unless the Purchaser provides advance payment or sufficient security.
7. Retention of title
(1) All goods of the Supplier remain the property of the Supplier until all claims against the Customer arising from the business relationship have been paid in full, including future claims, including those arising from contracts concluded simultaneously or subsequently. This also applies if payments are made for specifically designated claims.
(2) In the case of an ongoing invoice, the reserved title shall be deemed to be security for the supplier’s outstanding balance.
(3) The purchaser is entitled to resell the deliveries in the ordinary course of business. Other dispositions, in particular prior attachment or assignment by way of security, are not permitted. The purchaser is obligated to resell the reserved goods only subject to retention of title, provided that the purchase price claim from the resale is transferred to the supplier as follows: The purchaser hereby assigns its claims from the resale of the reserved goods, including all ancillary rights, to the supplier, regardless of whether the reserved goods are resold without or after processing. The purchaser is prohibited from entering into agreements with its customer that exclude or impair the supplier's rights in any way. In particular, the purchaser may not enter into any agreement that nullifies or impairs the advance assignment of claims to the supplier. The purchaser remains authorized to collect the claims assigned to the supplier even after the assignment. However, the supplier expressly reserves the right to independently collect the claims, in particular in the event of default of payment by the purchaser. At the supplier’s request, the purchaser must disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtor of the assignment.
(4) If the reserved goods are resold together with other goods not sold by the Supplier, the assignment of the claim shall be deemed to be equal to the value of these co-ownership shares. If the reserved goods are used by the Customer to fulfill a work or work contract, the above conditions shall apply accordingly to the claim arising from this contract.
(5) The processing and treatment of the reserved goods is carried out for the supplier as manufacturer, without creating any obligation on the supplier. If the reserved goods are combined or mixed with other items, the supplier becomes the owner or co-owner of the new item or the mixed inventory. If the supplier's ownership expires due to combination or mixing, the customer hereby transfers to the supplier the ownership rights to the new inventory or item to the extent of the invoice value of the reserved goods and shall store them for the supplier free of charge. The co-ownership rights thus created shall be deemed to be reserved goods within the meaning of these terms and conditions.
(6) If the value of the securities to which the Supplier is entitled exceeds the total claim against the Purchaser by more than 10%, the Supplier shall, upon request, be obliged to release securities of its choice to that extent.
(7) The retention of title of the supplier is conditional on the fact that upon full payment of all claims, ownership of the reserved goods
8. Notice of defects and liability
(1) Defects in the goods must be reported to the supplier immediately in writing, and no later than one week after receipt of the goods at the destination. Defects that cannot be discovered within this period, even with the most careful inspection, must be reported in writing immediately after discovery, with any processing or use immediately cessation, but no later than within the statutory warranty period. In the event of a justified complaint, the supplier is entitled to rectification. If the supplier fails to comply with a reasonable deadline set for this purpose, or if the rectification is again defective, the customer has the right to a reduction in payment or - unless construction work is the subject of the warranty - to rescission of the contract.
(2) Further claims are excluded; this applies in particular to claims for compensation for damages not caused by the goods themselves (consequential damages). This exclusion does not apply to the extent that the supplier is strictly liable for the lack of guaranteed properties.
(3) Claims not expressly granted in these terms and conditions, in particular claims for damages arising from impossibility, delay, breach of ancillary contractual obligations, fault in the conclusion of the contract, tort, are excluded, unless the supplier is liable in cases of intent and gross negligence.
(4) All claims against the supplier, regardless of the legal basis, shall expire at the latest one year after the transfer of risk to the purchaser, unless the statutory limitation period is shorter. Section 852 of the German Civil Code (BGB) remains unaffected.
(5) Customary color deviations and material tolerances do not constitute a defect and do not entitle the customer to complain. This tolerance is within the range of +/-10%.
9.Warranty
(1) Unless otherwise provided by law, the supplier shall provide a 12-month guarantee for high-voltage fluorescent tubes, with the exception of fluorescent lamps, incandescent lamps and fuses, based on an average operating time of 10 hours per day.
(2) Ballasts, switching devices and other electrical equipment are guaranteed for 6 months.
(3) In addition, the supplier provides a 6-month warranty for equipment supplied by it and a 12-month warranty for equipment installed by it. In all cases, the defects identified must be due to manufacturing or material defects.
(4) In the event of damage caused by force majeure, such as wind speeds demonstrably exceeding 8 Beaufort, hailstorms and other climatic conditions, any warranty provided by the supplier shall be void.
(5) In the event of a warranty claim, the Supplier shall bear the costs of rectifying the defect, excluding travel costs. However, any costs for scaffolding or corresponding auxiliary assembly equipment shall be borne by the Supplier only up to the original value of the defective part of the system, and not more than the original value of the entire system.
(6) The warranty obligation shall be excluded if operating devices or accessories not purchased from the supplier were used in the system in question, or if the systems supplied were not installed in accordance with the regulations by third parties or were operated improperly by the customer, and also if a company not authorized by the supplier intervenes in the system.
10. Place of performance and jurisdiction clause
1) The place of performance shall be the registered office of the supplier. Unless otherwise stipulated by law, the place of jurisdiction shall be the registered office of the supplier. In the event that the customer's place of residence or habitual abode is unknown at the time the action is filed, or in the event that the customer relocates his or her place of residence or habitual abode outside the scope of the law after conclusion of the contract, the place of jurisdiction shall be the registered office of the supplier.
