Terms and Conditions

1. Scope

(1) These General Terms and Conditions (GTC) apply to all offers, deliveries and services of Rolux Leuchten GmbH ("Seller") to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law ("Buyer"). We do not supply consumers within the meaning of Section 13 BGB.

(2) Our GTC apply exclusively. Deviating, conflicting or supplementary terms of the Buyer, in particular its purchasing conditions, do not become part of the contract even if we are aware of them, unless we have expressly agreed to their validity in text form. This also applies if we deliver without reservation in the knowledge of conflicting terms.

(3) These GTC also apply to all future transactions with the Buyer without our having to refer to them again. Individual agreements take precedence.

(4) These GTC do not apply to sales to consumers at our warehouse sale (remaining stock and discontinued items on site); the statutory provisions apply to such sales.

2. Offer and conclusion of contract

(1) Our offers, catalogues, price lists and website presentations are subject to change and non-binding. Orders placed by the Buyer are offers to conclude a contract.

(2) A contract is only concluded by our order confirmation in text form (Section 126b BGB) or by execution of the delivery. Our order confirmation is decisive for the content of the contract.

(3) Information in catalogues, data sheets and illustrations (dimensions, weights, light colours, luminous flux, rated service life) are descriptions, not guarantees of quality, unless we expressly declare a guarantee. Customary deviations and technical changes that are reasonable for the Buyer are reserved.

3. Prices

(1) All prices are net prices in euros or US dollars, as stated in the order confirmation, ex warehouse, excluding packaging, freight, insurance and customs duties, plus statutory VAT.

(2) The prices valid at the time of the order confirmation apply. Price changes during the validity of catalogues and price lists are reserved for future orders.

4. Delivery, shipping and transfer of risk

(1) The minimum order value is EUR 250 net. For orders below this value we charge a one-off handling fee of EUR 5.00.

(2) For orders up to EUR 1,500 net, delivery is carriage forward, i.e. the Buyer bears the shipping costs. From a net order value of EUR 1,500 we deliver free domicile within Germany, except for special shipments (e.g. express, air freight, express parcels), which are charged separately. For deliveries abroad, freight, customs and delivery terms are agreed separately.

(3) Delivery dates and periods are only binding if we have expressly confirmed them as binding in text form. We are entitled to make partial deliveries where reasonable.

(4) If the Seller is in default with a delivery, the Buyer may withdraw from the contract after a reasonable grace period set by the Buyer has expired without result. Further claims are governed by section 9.

(5) We are not liable for delivery delays due to force majeure or other events for which we are not responsible (e.g. operational disruptions, transport disruptions, official measures). In the event of incorrect or late delivery by our suppliers for which we are not responsible, we are entitled to withdraw from the contract. We will inform the Buyer of the non-availability without delay and refund any payments already made without delay.

(6) Risk passes to the Buyer upon handover of the goods to the forwarder, carrier or other transport person, or, in the case of collection, when the goods are made available.

5. Payment

(1) Invoices are payable within 14 days of the invoice date less 2% cash discount or within 30 days of the invoice date net without deduction. The date of receipt of payment is decisive. We may require payment in advance from new customers.

(2) Upon expiry of the payment period the Buyer is in default without further reminder. We charge default interest of nine percentage points above the respective base rate (Section 288(2) BGB) and the default lump sum of EUR 40 (Section 288(5) BGB). We reserve the right to claim further damages.

(3) The Buyer is only entitled to set-off and retention rights on the basis of undisputed or legally established claims. A right of retention also requires that it is based on the same contractual relationship.

(4) We issue invoices electronically. Where required by law, this is done in a structured format in accordance with EN 16931 (e.g. XRechnung or ZUGFeRD). The Buyer ensures that it can receive electronic invoices (Section 14 of the German VAT Act, UStG).

(5) In the event of a significant deterioration in the Buyer's financial circumstances, we are entitled to demand advance payment or security and to withhold outstanding deliveries.

6. Return of goods

We only take back goods free of defects with our prior consent in text form, and only if they are unused, in their original packaging and complete; we charge an appropriate contribution to the cost of processing returns. Returns must be sent carriage paid and in perfect condition. Custom-made products, special orders and goods procured at the customer's request are excluded from return. Changes to and cancellations of orders require text form. The Buyer's statutory rights in the event of defects remain unaffected.

7. Obligation to inspect and give notice of defects

(1) The Buyer must inspect the goods without delay after delivery. Obvious defects, incorrect or short deliveries must be notified to us in text form within five working days of receipt of the goods; hidden defects without delay after discovery (Section 377 of the German Commercial Code, HGB).

(2) Transport damage must be noted on the delivery note or consignment note upon delivery and reported to the transport company and to us without delay.

(3) The goods complained about must be sent to us carefully packed for inspection; if the complaint is justified, we bear the costs of supplementary performance.

(4) If notice is not given in time, the goods are deemed approved to the extent permitted by law.

8. Claims for defects, guarantee

(1) The statutory provisions apply. We initially provide supplementary performance, at our option, by remedying the defect or delivering a replacement. If supplementary performance fails, the Buyer may reduce the price or withdraw from the contract in accordance with the statutory provisions.

(2) Light sources: The rated service life stated in data sheets is a statistical value and not a guarantee. Natural wear, reduction of luminous flux within the manufacturer's tolerances, variations in colour temperature and damage caused by overvoltage, improper installation, unsuitable control gear or switching cycles outside the specification are not defects. Further statutory rights in respect of defects remain unaffected.

(3) Guarantees only apply if we expressly designate them as such in text form.

9. Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, where we have assumed a guarantee and under the German Product Liability Act.

(2) In the event of a slightly negligent breach of material contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Buyer may regularly rely), liability is limited to the foreseeable damage typical for the contract. Otherwise, liability for slight negligence is excluded.

(3) The above limitations also apply in favour of our legal representatives, employees and vicarious agents.

10. Retention of title

(1) The goods remain our property until all claims arising from the business relationship have been paid in full; in the case of a current account, the retention of title serves as security for our balance claim.

(2) The Buyer may resell the goods subject to retention of title in the ordinary course of business. It hereby assigns to us the claims arising from the resale in the amount of the invoice value of the goods subject to retention of title; we accept the assignment. Until revoked, the Buyer remains entitled to collect the claims but is obliged to disclose the assignment to us on request.

(3) If the Buyer processes or combines the goods subject to retention of title with other goods not belonging to us, this is done for us as manufacturer. We acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other goods; the new item is deemed goods subject to retention of title.

(4) The Buyer must notify us without delay of any third-party access to the goods subject to retention of title (seizure etc.). In the event of conduct in breach of contract, in particular default in payment, we may demand the return of the goods; such demand does not constitute withdrawal from the contract. If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice on request.

11. Export, sanctions

The Buyer must comply with the applicable export, customs and sanctions regulations of the EU and Germany. It warrants that it will not resell or transfer the goods delivered in breach of embargo or sanctions regulations.

12. Data protection

Information on the processing of personal data can be found in our Privacy Policy.

13. Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance for delivery and payment is the Seller's registered office in Weyhe. If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the Seller's registered office in Weyhe (depending on the amount in dispute, the Local Court (Amtsgericht) Syke or the Regional Court (Landgericht) Verden has jurisdiction). We are also entitled to sue the Buyer at its general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, remain unaffected.

(3) Amendments and supplements require text form. Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.

(4) This English version is a translation for convenience. In case of any discrepancy, the German version of these GTC shall prevail.