1. ACKNOWLEDGING THE TERMS OF DELIVERY
All transactions with the PROLICHT GmbH are subject to the following general terms and conditions. Changes or amendments to these terms and conditions are only legally effective upon our written agreement. The same goes for potentially existing terms and conditions on the purchasers side. With the signature or the written assignment of the order the purchaser explicitly agrees that for this purchase order exclusively the terms and conditions of PROLICHT are valid and only these are effective in law.
2. DATE OF DELIVERY AND DISPATCH
Our commitment to deliver is only binding once we have accepted the contract in writing. Execution of the order is based on the operating conditions and manpower resources at the time of the confirmation of the order. The date of delivery stated in the confirmation of order is an estimated date and is, on principle, valid ex works. The buyer claims due to a delayed date of delivery shall only be deemed valid if the date of delivery was confirmed in writing by PROLICHT as “binding”. Advance deliveries, or part of the whole deliveries are admissible as long as they have not been excluded in the written agreement. If the execution and delivery of an order are hindered due to, for example, strikes, operational breakdowns or lockouts and the following consequences, this falls under the category of an Act of God and releases PROLICHT from their responsibility of delivery and the right to claim for damages shall not apply. Goods ready for dispatch must be called for delivery immediately, otherwise, once a period of 14 days has elapsed from notification of readiness for dispatch, PROLICHT is entitled to store the goods at their own discretion and at the cost and risk of the buyer, and to charge for them as delivered „ex works“.
The transport of the goods is ex works and at the buyer’s own risk, even if a carriage free delivery has been agreed upon with PROLICHT. Thereupon, PROLICHT has the right to select the type of transport. Should the consignee discover damages or losses, they must be acknowledged upon receipt.
Our prices are quoted ex works, unless otherwise agreed, and are subject to change. The quoted prices are exclusive of VAT in the statutory amount.
5. TERMS OF PAYMENT
Provided that the claims are insurable, the invoices must be paid within 30 days of the invoice date. If the credit insurance refuses coverage, delivery will only be made against prepayment. Payments are without any cash discount. Should a cash discount have been agreed upon, a cash discount of the new invoices is unacceptable if older and outstanding invoices exist. For default of payment, a rate of interest of 15 % p.a. shall apply. Should PROLICHT suffer a loss of interest or a loss on exchange, this will be included. The buyer may not set-off payment with counterclaims. Cheque and bill transactions are considered an undertaking to pay. All charges and bank commissions in connection with bank transfers and cashing in cheques or bills will be charged to the buyer. Payments, independently of any payment dedications, will be credited to the longest-standing invoices. Interest on arrears and charges will be dispensed with initially and will then be set against the capital gain. Upon a bill protest or upon default of payment of a payable invoice, all invoices are to be paid immediately without requiring an explicit repayment notice.
6. RESERVATION OF TITLE
Ownership to the subject of delivery shall remain in the hands of PROLICHT and will only pass onto the buyer once the invoice amount and all possible default interests have been paid in full. The buyer is entitled to sell the goods, within the scope of normal business activities, as long as the payment has not be defaulted upon and subject to reservation of title.
7. COMPLAINTS, GUARANTEE AND COMPENSATION
Defects and lacking guaranteed qualities, are to be claimed immediately upon discovery. Claims made 14 days upon receipt of the goods at destination are not acceptable, unless the defect could not be detected during a routine inspection.
PROLICHT is allowed to decline to repair the defects as long as the buyer does not comply with his legal obligations. The buyer’s right to claim becomes statute-barred a month after the refusal of defects from PROLICHT in writing. Upon legitimate claims, PROLICHT is entitled to either deliver new and conventionary goods, to correct or repair the defective product or can accept an equitable abatement of the purchase price. Further claims by the buyer, in particular a full refund or indemnity claim for damage caused other than to the subject of delivery itself are as far as legally permissible excluded. Modifications or overhauling to luminaires or lighting components only with the written consent of PROLICHT. The following points are the latest state of technology and do not necessarily constitute grounds for a complaint:
- Nominal failure: By electronic ballast respectively component parts like LED-modules by which the average failure rate lies by 0,2 % / 1000 hours of operation.
- Properties of LED-modules: Decrease in the luminous flux to a level of 0, 6 % / 1000 hours of operation. Luminous flux, light colour and output are liable to, by a new LED-module, tolerance of +/- 10 %. By a subsequent delivery of LED-modules it is possible that due to technical improvements as well as alterations of the light output and light colour of products there may be an difference compared with the original product.
- Ageing of plastic components: Due to the natural ageing process, it may occur that ,for example polycarbonate and PMMA discolour and become brittle.
The supplier is only liable for damages beyond the range of application provided that intent or gross negligence can be proved within the statutory provisions. Liability for slight negligence is also excluded, as is compensation for consequential and financial losses, unachieved savings, interest losses and damages from third-party claims against the buyer. The seller is liable, within the range of application of the Product Liability Act, for personal injury and property damage suffered by the consumer. All indemnities upon non-compliance of possible conditions for assembly, operation and use (for example as detailed in the instructions manual) or in the official admission requirements are excluded. All potential buyers are bound by these limitations of liability, in full, and these are transferable to further parties.
9. INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHTS
If a product is manufactured by PROLICHT based on design descriptions, drawings, models or other specifications provided by the buyer, the buyer shall fully indemnify the seller in the event of any violation of property rights. Final planning documents such as plans, drawings and other technical documentation shall remain the intellectual property of the seller at all times, as shall samples, catalogues, brochures, images and the like, and shall be subject to the relevant statutory provisions with regard to reproduction, imitation, competition etc. Plans, sketches and other documents made available to the customer remain the property of the author and must be returned upon request. They may not be passed on.
10. PLACE OF DELIVERY
The place of delivery for all payments and deliveries is Neu-Götzens. Innsbruck is stipulated as the exclusive jurisdiction for all resulting litigations in connection with the contract and its execution. PROLICHT reserves the right to choose another
statutory jurisdiction for actions brought against our contractual partner. For all issuing litigations, from the deliveries and the standing services in connection with the deliveries, the Austrian Law shall apply. However, PROLICHT is entitled to disclaim the application of the Austrian Law. In this case, it is agreed that the law of the country where the buyer has his registered office shall apply.
11. SMALL QUANTITY SURCHARGES, SHARE OF FREIGHT COSTS
For all orders where the net value of the merchandise is less than € 100,– excl. VAT, we Calculate a country specific freight costs respectively extra charges for small quantities. The shipping of bulbs will be charged with € 5,– excl. VAT partial pallet quantity fee in the case of undershooting the packing unit.
12. CONTRACT CANCELLATION
The lights and light systems of PROLICHT will be produced by customer requirement. A redemption is only possible after an agreement in written form of PROLICHT. We reserve the right to charge 100 % of the relevant merchandise value as manipulation fees. If the customer wants to cancel the contract and we agree to that in written form or we announce the cancellation of the contract because the customer do not fulfil the contractual obligation, the customer has to pay 100 % of the total order value as reimbursement of costs regarding to the cancellation. The right is reserved to substantiate by way of compensation, costs actually incurred if these are higher. Should we, after conclusion of contract, receive information, which appears to indicate that awarding credit to the buyer may not be completely safe, or should facts become known, which tend to cast doubt upon the creditworthiness of the buyer, PROLICHT shall have the right at its own discretion to demand immediate payment of all open debt claims or to demand the provision of security. Facts in the sense of this condition shall mean, in particular, a significant deterioration in the financial situation, cessation of payments, delayed payments or closing down of the business; information shall mean news about such or similar facts.
Only the German version of the General Terms and Conditions is binding. Other translated versions, in particular this English version, are for convenience only. In case of discrepancies between the German version and other translated versions
of these General Terms and Conditions, the German version prevails.