(1) All deliveries and services provided by BEGA to buyers whose place of business is not in the Federal Republic of Germany are carried out exclusively based on these General Terms of Delivery. These are an integral component of all contracts that we conclude with our contracting partners (hereinafter "Buyers") concerning the deliveries or services offered by BEGA. In particular, they related to the sale of all products offered by BEGA. They also apply for all future deliveries and services to the buyer, even if they are not agreed separately again.
(2) Terms of business of the buyer or third parties shall not apply even if we do not separately contradict their validity on a case-by-case basis. Even if we refer to a letter that contains the terms of business of the buyer or a third party or references such terms, or if we provide deliveries or services to the buyer without reservation or accept payments from the buyer without reservation and without contradicting the buyer's terms, this does not constitute an acknowledgement of the validity of those terms of business.
(1) Our quotations are without engagement and non-binding, unless they are expressly marked as binding or contain a given acceptance period. We can accept orders or jobs within fourteen days of receipt.
(2) The purchase agreement, including these general terms of delivery, has sole authority for the legal relationships between us and the buyer. These documents reflect all agreements between the contracting parties concerning the contractual object. Verbal agreements that we have made before concluding this contract are legally non-binding. They only become effective if they are confirmed by us in writing.
(3) Additions and modifications to the stipulated agreements including these general terms of delivery must be made in written form to be effective. With the exception of managing directors, sales managers or proxies, our employees are not entitled to make deviating verbal agreements. To meet the written form requirement, transmission by telecommunication is sufficient, particularly by fax or email, as long as a copy of the signed declaration is transmitted.
(4) Our statements about the object of delivery or service (e.g. weights, dimensions, utility value, load-bearing capacity, tolerances and technical data) as well as our representations of this information (e.g. drawings and illustration) are only approximately definitive, unless usability for the contractually intended purpose requires precise conformity. These are not guaranteed quality characteristics, but rather descriptions or designations of the delivery or service. Typical commercial deviations and deviations resulting due to legal regulations or technical improvements, as well as the replacement of components with equivalent parts, are permitted as long as they do not impede the usability for the contractually intended purpose.
(5) We reserve the ownership or copyright to all quotations and cost estimates that we submit, as well as to drawings, figures, calculations, brochures, catalogues, models, samples, tools and other documents or resources made available to the buyer. Without our written consent, the buyer may not make available or disclose to third parties either these materials themselves, or the contents thereof, nor may the buyer use them independently or allow third parties to use or reproduce them. At our request, the buyer must fully return these materials to use and destroy any copies that have been made if they are no longer required for the proper course of business or if negotiations do not lead to the conclusion of a contract. The storage of electronically provided data for the purpose of normal data backups is excluded from this provision.
(1) These prices apply for the scope of delivery and service outlined in the order confirmations. Extra services or separate services will be calculated separately. The prices are given in EURO ex works less packaging, the statutory VAT and external packaging for third-party fulfilment. For export deliveries, customs and fees and other public duties are not part of the service.
(2) Insofar as our list prices are used as the basis for the agreed prices, our valid list prices at the time of contractual conclusion shall apply unless otherwise expressly agreed with the buyer.
(3) Invoice amounts must be paid within thirty days of the invoice date without any discounts unless otherwise agreed in writing. The date of payment is determined by the date on which we receive the payment. If the buyer fails to pay within the set period, he shall be in default even without warning. If the buyer does not pay by the due date, we reserve the right to calculate default interest on the outstanding amounts at the statutory rate starting from the due date. We reserve the right to assert further damages as well as the right to withdraw from the contract.
(4) Offsetting against counterclaims of the buyer or withholding payments due to such claims that arise from the same contractual relationship is only permitted insofar as the counterclaims are undisputed or legally established.
(5) We are entitled to make the performance or implementation of any outstanding deliveries or services conditional only on advance payment or the provision of securities if we become aware of circumstances after concluding the contract that significantly diminish the buyer's creditworthiness and which endanger the buyer's payment of our open claims concerning the respective contractual relationship (including claims from other individual orders for which the same framework contract applies).
(1) Unless otherwise agreed in writing, delivery is carried out ex works (Ex Works EXW– Incoterms 2010) to our office in Menden (Sauerland), Germany.
(2) Any dates and deadlines for deliveries and services that we announce are always only estimates, unless a fixed deadline or a fixed date is expressly approved or agreed. If shipment was agreed, the delivery periods and delivery dates refer to the time of handover to the forwarding company, freight carrier or other third party engaged with transport.
(3) Notwithstanding our rights owing to the buyer's delay, we can demand of the buyer an extension of deadlines for deliveries and services or a postponement of dates for deliveries and services corresponding to the period in which the buyer culpably fails to fulfil his contractual obligations to us.
(4) We are entitled to make partial deliveries if
(5) If a bindingly fixed delivery deadline is exceeded owing to reasons under our sole and direct responsibility, the buyer must first demand that we perform the owed service in writing and provide an appropriate grace period for doing so, which must be at least 14 days. Only after this period has elapsed unsuccessfully are we considered in default, and only then may the buyer exercise his right of choice in accordance with Art. 190 (2) of the Law of Obligations (Obligationenrecht, OR).
(1) All deliveries and services remain our property until their full payment by the buyer.
(2) If the present reservation of ownership is ineffective or unenforceable according to the jurisdiction where the goods are situated, then the security corresponding to the reservation of ownership in this area will be deemed as agreed. The buyer is obliged to undertake and cooperate with all required measures that are necessary in order to establish and retain these rights or comparable rights or securities, for instance the register entry required in accordance with Art. 715 of the Swiss Civil Code (ZGB).
(1) The place of fulfilment for all obligations from the contractual relationship is Menden (Sauerland), Germany unless otherwise agreed in writing. If we also owe installation, the place of fulfilment is the site where the installation must be carried out according to the contract.
(2) The shipping method and packaging are subject to our due discretion.
(3) If the delivery of goods that are ready for shipment is delayed owing to circumstances for which the buyer is responsible, the risk is transferred to the buyer starting from the date on which the delivery object is ready for shipment and we have indicated this to the buyer.
(4) In this case, we reserve the right to bill the buyer for storage costs. For storage provided by us, the storage costs amount to 0.25% of the invoice amount of the delivery objects requiring storage for each week elapsed. Furthermore, we reserve the right to furnish evidence that higher costs have been incurred and the buyer reserves the right to furnish evidence that no costs or significantly less costs were incurred.
(5) Solely at the express request of the buyer and at the buyer's cost, we will assume risk of breakage as far as the delivery address in return for separate payment equal to 1.5% of the net value of the goods for indoor luminaires or 1 % of the net value of the goods for outdoor luminaires.
(6) Returns of goods which are not due to a material defect in the goods and are therefore based on the client's right of withdrawal shall be credited only if we have given our prior consent. A credit for originally packed and undamaged goods shall be issued at 80% of the invoiced price. Necessary re-conditioning and packing costs as well as any transport costs incurred by us shall be deducted in addition and without separate notification. Custom-made products and special electrical systems cannot be returned. These regulations do not apply for the return shipment of samples and sales aids occurring with our prior consent based on previously agreed conditions.
(1) The buyer's guarantee rights are oriented based on the statutory regulations and the following provisions. The warranty period is two (2) years from delivery.
(2) In the event of material defects, we are first obliged and entitled to subsequent improvement or replacement at our choice.
(3) The guarantee lapses if the buyer modifies the object of delivery or allows third parties to modify the object of delivery without our written consent and this makes the elimination of defects impossible or so difficult as to be unreasonable. In any case, the buyer must bear the additional costs of eliminating the defect that are incurred due to the modification.
(4) Insofar as we provide technical information or consulting services – particularly in the form of lighting design concepts – and this information or consultation is not part of the contractually agreed scope of services owed by us, this occurs free of charge. We do not offer any guarantee or accept other liability for these activities.
(5) In case of legal defects, the buyer is entitled to the statutory rights (Art. 192 et seq. OR).
(1) Unless otherwise agreed in writing, we are obliged to perform delivery solely in the country of the place of delivery, encumbered by industrial property rights and third-party copyrights (hereinafter: property rights). Insofar as a third party asserts justified claims against the buyer due to infringements of property rights by services that we have provided and that were used in accordance with the contract, we are liable to the buyer within the period specified in Section VII.1 as follows: At our choice, we will undertake at our own cost either (i) to obtain a right of use for the services in question, (ii) to modify the services such that the property right is not infringed, or (iii) replace them. If none of these remedies is possible for us under objectively appropriate conditions, the buyer is entitled to the statutory rights. We are only obliged to pay compensation subject to the provisions of Clause IX.
(2) We are only obliged in accordance with Section VIII.1 of this document if and insofar as the third party informs us without delay concerning the claims asserted by third parties, the alleged infringement is not recognized and we reserve the right to all defence measures and settlement negotiations with the third party. If the buyer ceases to use the service due to damage reduction or other good cause, the buyer is obliged to inform the third party that this does not constitute an acknowledgment of any infringement of property rights.
(3) Claims of the buyer are excluded if and insofar as the buyer is responsible for the infringement of property rights.
(4) Claims of the buyer are also excluded insofar as the infringement of property rights is caused due to special requirements of the buyer, a use of the delivered object that was not foreseeable for us or because the delivery object was modified by the buyer or used together with products that were not delivered by us.
(1) In case of a breach of contractual and extracontractual obligations, we are liable according to the statutory regulations and in more detail according to the following provisions in Section IX of this document.
(2) We are liable to compensation for damages – regardless of the legal grounds – only in cases of wilful intent and gross negligence. In cases of simple negligence, we are only liable according to the legal regulations for damages to life, body or health.
(3) Our liability for infringements of duty committed by persons for whose fault we are responsible according to the legal regulations is excluded, notwithstanding Sentence 2. Our liability for infringements of duty committed by our own employees is restricted to simple negligence.
(4) Our liability according to the product liability law is unaffected by the above regulations.
(5) Above and beyond this, our liability is expressly excluded.
(1) The place of jurisdiction for all disputes arising from the business relationship between us and the buyer is Menden (Sauerland), Germany or the buyer's place of business, at our choice. For lawsuits filed against us, however, Menden (Sauerland), Germany is the exclusive place of jurisdiction in these cases. Mandatory statutory provisions concerning exclusive places of jurisdiction remain unaffected by this regulation.
(2) Swiss law applies to the legal relationship between us and the buyer, in particular the Swiss Obligations Law, applied to the exclusion of the UN Convention on the International Sale of Goods (CISG) and conflict of laws.
(3) If one of the provisions of these terms is or becomes invalid in part or in whole, the validity of the remaining provisions of these terms shall not be affected by this. The parties hereby agree to replace the invalid provision with a legally permitted provision that comes as close as possible to the economic aim. This also applies in the event of unintended regulatory gaps.
(4) We hereby explicitly state that bringing the contractual goods on the market outside the territory of the EEA requires our express written consent.