1. Scope of application

These General Terms and Conditions (GTC) apply to all contracts between LED ON and its customers, including consumers and entrepreneurs. A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside his trade, business or profession (Section 13 BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession (Section 14 BGB). Conflicting or deviating terms and conditions of the customer shall only be recognized if LED ON agrees to them in writing.

2. Right of withdrawal for consumers

Consumers are entitled to a right of withdrawal in cases regulated by law, which is communicated in separate instructions. Business customers are not granted a voluntary right of withdrawal.

3. Conclusion of contract and offer

Offers from LED ON are non-binding and subject to change. A contract shall only come into effect upon written order confirmation or, at the latest, upon delivery of the goods. The contract language is German.

4. Delivery and transfer of risk

Delivery is ex warehouse or manufacturer to the address in Germany specified by the customer. For entrepreneurs, the risk is transferred to the customer when the goods are handed over to the carrier or collected by the customer. Agreed delivery periods are non-binding unless they have been guaranteed in writing. In the event of delays due to force majeure or unforeseeable circumstances, the deadline shall be extended accordingly.

5. Prices, terms of payment and retention of title

All prices are in Euro incl. VAT, plus packaging and shipping costs. Payments are due upon receipt of invoice without deduction. A down payment of 40% is to be made upon order confirmation. The goods shall remain the property of LED ON until payment has been made in full. Business customers may resell the goods in the ordinary course of business as long as LED ON’s ownership rights are preserved.

6. Price adjustment clause

LED ON reserves the right to adjust the agreed prices if significant cost increases occur after conclusion of the contract that are beyond its control and were not foreseeable when the contract was concluded. This applies in particular to price increases in material costs, transportation costs, energy, customs duties or other public charges that have a significant impact on the overall calculation of the order.

A price adjustment shall only be made if the increase in costs exceeds a total amount of 5% of the original order value. In this case, LED ON shall inform the customer of the price adjustment in good time and provide transparent reasons for the adjustment. The customer shall be obliged to accept the adjusted prices and to make use of the services under the changed conditions.

7. Default provisions, discount and bill charges

Discount and bill charges shall be borne by the customer and shall be due immediately. If the customer is in default with the payment of an invoice, LED ON shall be entitled to charge default interest of at least 8% above the respective discount rate of the Deutsche Bundesbank. If LED ON can prove a higher damage caused by default, it shall be entitled to claim this.

If the customer does not meet its payment obligations, if issued checks or bills of exchange are not honored, if the customer suspends payments or applies for insolvency proceedings against its assets, LED ON shall be entitled to declare all claims immediately due and payable. If deliveries have not yet been made, LED ON shall be entitled to withdraw from the contract without the customer being entitled to claim damages for non-performance.

LED ON shall be entitled to offset payments against older debts first, despite the customer’s provisions to the contrary. The customer shall be informed of the offsetting. If costs and interest have already been incurred, payments shall first be offset against the costs, then against the interest and finally against the principal claim.

The customer shall have no right to refuse performance in business transactions with entrepreneurs. The customer shall not be entitled to withhold payments, in particular not in the case of defects, unless there is a reduction recognized by LED ON. Offsetting by the customer shall only be permitted if its counterclaims have been legally established, are undisputed or have been recognized by LED ON.

8. Warranty and liability

The statutory warranty rights apply. Entrepreneurs must report obvious defects within two weeks. The liability of LED ON shall be excluded in cases of slight negligence, except in cases of breach of material contractual obligations. Claims for damages shall be limited to the foreseeable damage typical for the contract.

9. Special provisions for the sale and installation of LED systems

• Transfer of ownership: Ownership of LED luminaires shall not pass to the customer until payment has been made in full.

• Installation conditions: The customer shall provide a suitable installation environment.

• Unforeseeable structural conditions: If unforeseeable structural conditions arise that require additional work, LED ON shall inform the customer, whereby the additional costs shall be borne by the customer.

• Exclusion of liability for structural defects: LED ON is not liable for damage caused by unforeseeable structural defects.

• Additional work: Additional work in connection with the installation of the LED systems will be charged separately.

10. Repair, assembly and defect rectification conditions

These conditions shall apply accordingly to repairs and assembly work. The customer shall ensure suitable working conditions and the provision of the necessary materials and energy. A cost estimate requested by the customer shall only be binding if it is in writing and marked as binding. Riser and scaffolding costs shall not be borne by LED ON and shall be commissioned and borne separately by the customer.

11. Additional installation and customer obligations

• Preparatory measures: The Customer shall ensure that all structural, electrical and other necessary requirements for the installation of the equipment to be supplied and assembled are met before work commences. This includes, but is not limited to, the provision of connections, cable routes and the necessary installation environment.

• Accessibility: The customer undertakes to keep the installation sites easily accessible and free of obstacles to enable the installation work to proceed smoothly. Otherwise, LED ON reserves the right to charge the resulting additional costs.

• Delays due to lack of prerequisites: If the work cannot be carried out due to a lack of prerequisites or insufficient accessibility, LED ON shall be entitled to postpone the order and charge any costs incurred.

• Permits and safety measures: The customer shall be responsible for obtaining all necessary permits and shall bear the costs of any necessary safety measures that are outside LED ON’s responsibility.

12. Change requests and follow-up work

• Subsequent changes: Any changes requested by the customer after conclusion of the contract must be agreed in writing and may result in additional costs. LED ON shall not be obliged to accept change requests that would significantly alter the original contract.

• Follow-up work: Work that becomes necessary due to customer requirements or changes will be invoiced separately. This also includes adjustments to existing installations and the restoration of structural conditions that may be affected by the installation.

13. Reference clause

The customer shall grant LED ON the right to use the services provided as a reference. LED ON shall be entitled to use the customer’s name and logo for reference purposes in its own advertising materials, on the company website and in other media presentations, unless the customer objects to this use in writing.

14. Termination and payment

The customer may terminate the contract at any time and must pay for the services and costs incurred up to that point. Payments are due immediately and without deduction after acceptance of the service.

15. Retention of title and extended liens

LED ON shall retain title to the goods until all claims have been satisfied in full. In the event of breach of contract by the customer, in particular default in payment, LED ON shall be entitled to reclaim the reserved goods.

16. Disposal in accordance with the Electrical and Electronic Equipment Act

The customer undertakes to properly dispose of the delivered goods at the end of their use in accordance with the statutory provisions or to leave the disposal to LED ON.

17. Final provisions and place of jurisdiction

German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction shall be the registered office of LED ON in Frankfurt am Main, provided the customer is a merchant.