The following terms and conditions apply to all deliveries and services provided by Light & More GmbH, Grünle 23, 79258 Hartheim, Germany, hereinafter also referred to as the “Seller” or “we”, and to all our offers and contracts concerning deliveries to be provided to us, hereinafter also referred to as “goods”, “items” or “products”, and services, unless expressly agreed otherwise in writing. These terms and conditions also apply to all our future declarations, offers and contracts. Any general terms and conditions of business or purchase of the purchaser, hereinafter also referred to as the “client”, “customer” or “buyer”, which we do not expressly recognise in writing, shall be entirely non-binding for us and shall not become part of the contract, even if we do not expressly object to them. 2.1
Our offers are always non-binding. Dimensions, packaging dimensions, weights, illustrations, simulation results and drawings contained in brochures or offers are only binding for execution if such details have been expressly agreed in the contract.

2.2
Drawings, designs and other templates provided by us, whether originals or reproductions, are provided only on loan and remain our property. They may not be used for other purposes, reproduced or disclosed to third parties and must be returned to us as soon as possible without being requested to do so, or upon our request.

2.3
Only the information and declarations that have expressly become part of the contractual relationship shall be decisive for determining our contractual obligations and/or the characteristics of our deliveries or services and/or the agreed quality of the purchased item owed by us. Information in brochures or offers, advertising statements, statements in other publications and statements by third parties shall not, under any legal aspect, give rise to contractual claims for performance, warranty claims or claims for damages against us.

2.4
Contracts and calls for performance, as well as their amendments and additions and all other agreements relating to a contract or its execution, require written form. The contractual document or the content of our order confirmation conclusively describes our obligation. We are entitled to use electronic form or text form. In this case, the purchaser is also entitled to submit declarations in this form. Oral agreements are generally invalid unless they are confirmed immediately in writing or in text form.

2.5
Our obligations are in each case subject to the reservation that we ourselves are supplied correctly, completely and on time under the corresponding covering transaction concluded by us, including with regard to preliminary, supplied or partial products as well as raw materials, auxiliary materials, operating supplies or third-party services required for the fulfilment of our contract. This shall be understood as the commercial clause: “Correct and timely self-supply reserved.”

2.6
Customary changes resulting from production or technical progress and customary deviations in quantity, weight, dimensions, material composition, material structure, surface and colour compared with the sample, offer or contract are reserved, provided that these are inherent in the nature of the materials used, do not affect the intended use, usability or value and are reasonable for the purchaser. 3.1
Our prices are stated in euros ex works, excluding value added tax and excluding any other public charges levied on the supply or movement of goods, and excluding packaging, insurance and freight, unless expressly agreed otherwise in each individual case.

3.2
Unless a specified price has been expressly agreed as fixed, invoicing shall be based on our list price valid on the day of delivery.

3.3
Subject to any expressly different contractual arrangement, even where a specified price has been agreed, we shall be entitled to charge a surcharge corresponding to the change that has occurred if our delivery or service, or our partial delivery or partial service, is not due within four months after conclusion of the contract and if material, labour, energy and/or freight costs and/or public charges increase or are newly introduced.

3.4
Unless expressly agreed otherwise, we are entitled to request advance payments for products that are not ready for delivery from stock at the time the contract is concluded, namely one third of the order amount after receipt of the order confirmation and a further third after notification that the goods are ready for dispatch.

3.5
We are always entitled to invoice deliveries or services already provided by us and to make the payment claim due. 4.1
Delivery or performance dates are generally derived from our order confirmations. Other delivery or performance dates are only binding if they have been contractually agreed. As a rule, we do not agree to fixed dates. Dates shall be deemed met upon notification to the purchaser or to the third party appointed by the purchaser that the goods are ready for dispatch, if third parties fail to deliver the consignments on time without any fault on our part.

4.2
If failure to meet a delivery or performance deadline is due to force majeure or other disruptions for which we are not responsible, such as war, terrorist attacks, import and export restrictions or industrial disputes, including those affecting suppliers, the agreed deadlines shall be extended appropriately, even if we are already in default at that time.

4.3
In the event of culpable failure to comply with a binding delivery or performance deadline for reasons other than those stated in section 4.2, the purchaser may withdraw from the contract after the expiry of a reasonable deadline set by the purchaser in writing or in text form. Other rights of the purchaser arising from delay, in particular claims for further damages, are excluded to the extent specified in section 8, Damages and liability. 5.1
We owe our customers delivery or performance at our commercial establishment, i.e. “ex works”, from which we concluded the contract. Upon handover, the risk of accidental loss and accidental deterioration of the goods passes to the purchaser.

5.2
If the goods are dispatched to another location at the request of the purchaser, the method of dispatch shall be at our discretion unless otherwise specified by the purchaser. Transport insurance will only be taken out on the instruction and at the expense of the purchaser. Risk passes upon delivery to the forwarding agent, carrier or any other person or institution designated to carry out the dispatch.

5.3
If handover or dispatch is delayed as a result of circumstances for which we are not responsible, risk shall pass to the purchaser on the day on which we notify the purchaser or the third party appointed by the purchaser that the goods are ready for handover or dispatch.

5.4
The purchaser must inspect the goods immediately after receipt, even if delivery is made not to the purchaser but to a third party designated by the purchaser. Notices of defects, short deliveries, incorrect deliveries or other complaints must be reported immediately upon becoming known, initially by telephone or fax, so that we are able to carry out our own inspection and secure evidence. Obvious defects and deviations must be reported to us no later than 72 hours after receipt. Further obligations pursuant to Section 377 of the German Commercial Code (HGB) and according to commercial practice remain unaffected. 6.1
If the item delivered by us or the service provided by us does not have the agreed quality at the time of transfer of risk, i.e. if it is defective, and the customer demands subsequent performance from us, we may choose whether to remedy the defect or to deliver a defect-free item or service as a replacement. If we provide a replacement, we may require, at our discretion, that the purchaser either makes the best possible use of or disposes of the defective goods and settles accounts with us, paying us the proceeds less the purchaser’s realisation costs, provided that the purchaser itself trades in such or similar goods or that realisation or disposal is reasonable for the purchaser for other reasons.

6.2
Claims for subsequent performance do not exist in the case of only insignificant deviations from the agreed quality or insignificant impairment of usability. Claims for defects do not exist in the case of deviations from the agreed quality or impairments of usability that are not material for the specific intended use, usability, assessment or appearance of the item.

6.3
Our warranty obligations and liability shall lapse if our goods have been modified, including by the installation of parts of third-party origin, unless the defects or damage are not causally connected with such modifications. The same applies if instructions for dispatch, packaging, installation, handling, use or maintenance have not been followed, or if assembly, commissioning, modifications or repair work have been carried out by the purchaser or third parties.

6.4
Natural wear and tear and damage caused by improper handling are excluded from the warranty. In particular, we are not liable for changes in the condition or operation of our products caused by improper storage, unsuitable operating materials or climatic or other influences that were not assumed under the contract. The warranty does not extend to defects or disadvantages based on the specific design and/or specific material properties of the goods to which we expressly drew the purchaser’s attention before conclusion of the contract. If the purchaser has received defective assembly instructions or instructions for use that did not allow proper assembly or use, the purchaser’s warranty claims are limited to the delivery of defect-free assembly instructions or instructions for use.

6.5
If subsequent performance fails, the purchaser may, in accordance with the statutory provisions, demand the rescission of the contract or a reduction of the purchase price; claims for damages are governed by section 8 of these General Terms and Conditions.

6.6
Further or other rights due to a defect than the claims regulated in section 6.5 of these General Terms and Conditions are excluded, subject to contractual or non-contractual claims for damages pursuant to section 8.

6.7
If a notice of defect proves to be unjustified, we are entitled to charge the customer all expenses incurred by us as a result, unless the customer proves that, applying customary careful inspection, the unjustified nature of the complaint was not recognisable to the customer in advance.

6.8
For defects of title that are not based on the infringement of third-party intellectual property rights, the provisions of this section 6 apply accordingly.

6.9
The limitation period for claims against us arising from or in connection with defects in our delivery or service, or from the breach of a contractual obligation, begins upon handover. All such claims become time-barred after a period of 12 months. For claims arising from injury to life, body, health or liberty, from fraudulent concealment of a defect, from a guarantee of the quality of the item or because a third party may demand surrender of the item from the buyer on the basis of a right in rem, the aforementioned periods do not apply; instead, the statutory limitation periods apply.

6.10
The limitation period shall be suspended, where applicable, for the duration necessary for subsequent performance. The limitation period shall not begin again. 7.1
Unless expressly agreed otherwise in the contract, we are only obliged to deliver the goods free from industrial property rights and copyrights in the country of the place of delivery.

7.2
If our goods infringe an industrial property right or copyright, or if such infringement is alleged, we shall be entitled, at our discretion, either to acquire a licence for the buyer for the infringing goods, to modify the goods so that they no longer infringe the industrial property right or copyright, or to replace them with equivalent goods that no longer infringe the industrial property right or copyright. Upon our request, the buyer shall make the goods available to us for this purpose at our expense.

7.3
We shall not be liable if an item has been manufactured according to the purchaser’s specifications, or if the alleged infringement of the industrial property right or copyright results from use in combination with another item not originating from us, or if the item is used in a manner that we could not have foreseen.

7.4
Sections 7.1 to 7.3 conclusively regulate liability for freedom from industrial property rights and copyrights and apply accordingly to our services. 8.1
In accordance with the statutory provisions, we shall be liable if claims are asserted against us for damages arising from injury to life, body or health, from the assumption of a guarantee or procurement risk, from the breach of essential contractual obligations, also known as cardinal obligations, for damages in lieu of performance, on the basis of mandatory liability under the German Product Liability Act or other mandatory statutory liability provisions. In all other cases, we shall be liable only in accordance with these General Terms and Conditions or with deviating provisions expressly agreed in the contract.

8.2
We shall be liable without limitation for damages arising from the breach of contractual or non-contractual duties only in the event of intent or negligence on the part of our legal representatives or executive employees and in the event of intent or gross negligence on the part of our vicarious agents. If we and/or our vicarious agents are liable due to slight negligence, liability shall be limited to the foreseeable damage typical for the contract at the time of conclusion of the contract. Foreseeable damage typical for the contract is damage that we foresaw at the time of conclusion of the contract as a possible consequence of the contractual breach that occurred, or that we should have foreseen, taking into account the circumstances known to us or that we should have known. In the case of damage caused by delay due to slight negligence on our part or on the part of our vicarious agents, our liability is limited, subject to section 8.1, to 5% of the agreed remuneration.

8.3
Where our liability is excluded or limited, this shall also apply equally to the personal liability of all persons who have acted for us in initiating, concluding and/or performing the contractual relationship, in particular all persons employed by us or in a service relationship with us, our legal representatives and our vicarious agents and assistants.

8.4
The foregoing provisions do not involve any change in the burden of proof to the disadvantage of the customer. 9.1
The goods shall remain our property until all our own claims to which we are unconditionally or conditionally entitled against the purchaser at the time the purchase price becomes due have been paid and/or until all bills of exchange, cheques or other documents given to us by the purchaser for payment have been redeemed and such amounts have been finally credited to us. In the case of a current account, the retained title shall serve as security for our balance claim. The inclusion of individual claims in a current account as well as the balancing and acknowledgement thereof shall not affect the retention of title. The transfer of ownership from us to the customer shall in no case depend on the customer fulfilling claims of a third party that we may assert against or set off against the customer.

9.2
Until full payment has been made, the customer is obliged to treat our goods and keep them in direct possession in such a way that they are recognisable as our property. The customer stores the property for us free of charge. The same applies to items in which we hold co-ownership. The customer is obliged to insure our property in the customer’s possession against damage to the extent to which the customer has insured the customer’s own property and to provide us with all information and documents necessary to enforce our rights.

9.3
The customer is entitled to resell, further process or install goods that are still our property or in which we hold co-ownership only in accordance with the following provisions and only if the claims referred to actually pass to us: The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; however, pledging or assignment by way of security is not permitted. The customer hereby assigns to us the claim arising from the resale of the goods subject to retention of title. We accept this assignment. Notwithstanding the assignment and notwithstanding our right of collection, the purchaser remains entitled to collect the claim as long as the purchaser fully fulfils its obligations towards us on time and does not suffer financial deterioration or become insolvent. Upon our request, the customer must provide the information required for collection regarding the assigned claims, make available to us all documents relating to these claims in the original or for inspection, in particular name the debtors with full address and state the amount and basis of their debt, and notify the debtors of the assignment.

9.4
Processing or transformation of goods subject to retention of title shall always be carried out for us as manufacturer, and we shall acquire ownership of the new item without any obligation on our part. If our ownership ceases through processing, combination, commingling or mixing with items that do not belong to us, it is hereby agreed that we shall at that moment acquire co-ownership of the new unified item in the proportion that the invoice value of our goods subject to retention of title bears to the invoice value of the entire new item. The powers granted to the buyer above shall automatically end if the buyer fails to fulfil its obligations towards us on time, suffers financial deterioration, ceases payments or applies for the opening of insolvency proceedings over its assets.

9.5
Without prejudice to other rights, we are entitled to revoke all powers of the purchaser referred to in this section if, despite a reminder, the purchaser culpably breaches contractual obligations or if we have indications that give us reason to assume that the purchaser has suffered or is at risk of suffering financial deterioration and the purchaser does not credibly demonstrate continued solvency.

9.6
The customer must inform us immediately of enforcement measures by third parties against the goods subject to retention of title or against the claims assigned to us in advance, handing over the documents necessary for intervention.

9.7
In the event of default in payment or any other culpable breach of contractual obligations by the customer, we are entitled to demand the surrender of the goods subject to our retained title or co-ownership. If we exercise this right, this shall constitute withdrawal from the contract only if we expressly declare this in writing, without prejudice to other mandatory statutory provisions.

9.8
We undertake, at the request of the purchaser and at our discretion, to release the securities to which we are entitled under the foregoing provisions to the extent that their value, according to our list prices applicable to this customer at that time, exceeds the claims to be secured by 15% or more. 10.1
Unless otherwise agreed, we issue our invoice upon delivery and the customer owes payment within 30 days from the invoice date without any deduction. If payment is made within 14 days, we grant a 2% cash discount.

10.2
Payments must be made in cash to us or by bank transfer to the account specified by us in the invoice. Cash discounts granted by us are calculated from the delivery date unless otherwise agreed.

10.3
For first-time customers, we reserve the right to require payment in advance.

10.4
If the customer defaults on payment, we are entitled to charge default interest in the amount of the credit costs payable by us ourselves or in the amount of 9 percentage points above the respective base interest rate, but at least 5% per annum. Our right to assert further or statutory claims for damages remains unaffected.

10.5
In the event of culpable default in payment by the customer, we are entitled to terminate granted payment terms and declare the entire remaining debt arising from the business relationship due and payable, demand immediate cash payment, and revoke bonuses and/or discounts, even if these are not shown in the contract or on the invoice, as well as any other price or quantity advantages agreed for deliveries and services. This right is not excluded by a deferral or by the acceptance of cheques or bills of exchange. Furthermore, we are entitled to carry out outstanding deliveries only against advance payment or against the provision of security. Our rights under Section 321 of the German Civil Code (BGB), defence of uncertainty, remain unaffected in all cases. These rights already apply if the customer culpably defaults on payment towards us under this or another transaction.

10.6
Set-off against our claims is permissible only with the customer’s own claims, but not with claims assigned to the customer, which are undisputed or have been finally established by law, or which, according to the customer’s conclusive and substantiated assertion, arise precisely from the transaction for which we assert our respective claim. A right of retention arising from previous or other transactions than the contractual relationship in question may not be asserted. The assignment of claims against us requires our written consent.

10.7
If the customer suffers financial deterioration and therefore applies for the opening of insolvency proceedings over its assets, all our claims against the customer shall be deemed due and unconditionally payable at the time the insolvency application is filed, including claims that are deferred, subject to a condition subsequent or subject to a condition precedent. To the extent that, at that time, we have claims against customers that are not directed towards payment of money, or whose monetary amount is undetermined or uncertain, we are entitled, at our reasonable discretion, to unilaterally determine the monetary amount owed for the respective claim and demand it.

10.8
If insolvency proceedings are opened over the customer’s assets, we are entitled to set off against the customer’s claims any claims to which we are entitled, even if such claims are still conditional or not yet due. 11.1
The place of jurisdiction for registered merchants, for persons who do not have a general place of jurisdiction in Germany, and for persons who, after conclusion of the contract, have moved their domicile or habitual residence abroad or whose domicile or habitual residence is unknown at the time legal action is filed, shall be Deggendorf, Germany. This provision also applies to legal entities under public law and special funds under public law. Furthermore, we are also entitled to bring legal action before the court having jurisdiction over the purchaser’s registered office or branch.

11.2
The relationship between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany.

11.3
The customer acknowledges and agrees that we store data arising from the contractual relationship for the purpose of data processing and reserve the right to transmit such data to third parties, for example insurers, to the extent necessary for the fulfilment of the contract.

11.4
If provisions of these General Terms and Conditions are invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the customer and us, within the scope of a written contractual amendment to be agreed, by a provision that corresponds to or comes as close as possible to the economic purpose of the invalid provision. This applies accordingly if these General Terms and Conditions should be invalid as a whole.