Terms and Conditions

(1)
All deliveries, services and offers of VGS Leuchttechnik GmbH (hereinafter referred to as “Contractor”) are made exclusively on the basis of these General Terms and Conditions (GTC) in the current version. These are an integral part of all contracts that the Contractor concludes with its contractual partners (hereinafter referred to as “Client”) regarding the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed upon again.

(2)
Terms and conditions of the Client or third parties shall not apply, even if the Contractor does not separately object to their validity in the individual case. Even if the Contractor refers to a letter containing or referring to terms and conditions of the Client or a third party, this does not constitute agreement with the applicability of those terms and conditions.

(1)
All offers of the Contractor are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The Contractor may accept orders or orders in writing within 14 days of receipt.

(2)
The legal relationship between the Contractor and the Client shall be governed solely by the written purchase contract, including these GTC. This shall reproduce in full all agreements between the contracting parties on the subject matter of the contract. Verbal commitments by the contractor prior to the conclusion of this contract are not legally binding and oral agreements between the contracting parties shall be replaced by the written contract, unless expressly agreed otherwise between the contracting parties in each case.

(3)
Additions and amendments to the agreements made, including these GTC, must be made in writing in order to be effective. With the exception of managing directors or authorized signatories, the Contractor’s employees are not entitled to make oral agreements that deviate from the written agreement. In order to comply with the written form, telecommunicative transmission, in particular by e-mail, is sufficient.

(4)
Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing. Further information provided by the Contractor on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately relevant, unless their usability for the contractually intended purpose requires an exact match. They are not guaranteed characteristics, but descriptions or markings of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts, are permissible, provided that they do not impair the usability for the contractually intended purpose.

(5)
If the Client is requested to release the performance data within the meaning of paragraph 4, this shall be granted immediately, but at the latest within the period specified in the release file. If this is not done, the Contractor shall assume that the approval has been granted upon expiry of this period and may commence production on the basis of the information available from the order confirmation and the data. Consequences of errors resulting from uncorrected approvals shall be borne by the client.

(6)
The Contractor reserves the title or copyright to all offers and cost estimates submitted by him as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Client. The Client may not make these objects accessible to third parties as such or in terms of content, disclose them, use them himself or through third parties without the express consent of the Contractor. At the request of the Contractor, he must return these items to the Contractor in their entirety and destroy any copies that may have been made if they are no longer needed by the Contractor in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of customary data backup.

(1)
The prices apply to the scope of services and deliveries listed in the offers or order confirmations. Unless otherwise stated, the Contractor shall be bound by the prices contained in the Quotation for 14 days from the date of the Quotation.

(2)
The effort required to adjust the outline, additional or special services will be charged separately according to the effort (to the minute, 50.00 EUR/hour).

(3)
The prices are in EUR ex works plus packaging, transport, VAT, customs duties for export deliveries as well as fees and other public charges. Costs for packaging and transport are determined according to the daily price of the freight forwarder and adjusted according to the provision of services.

(4)
Invoices are sent electronically. Invoice amounts are to be paid within 14 days without deduction, unless otherwise agreed. The date of payment shall be determined by the date of receipt by the Contractor. Payment by cheque is excluded. If the Client fails to pay when due, interest shall be payable on the outstanding amounts from the date of maturity at the statutory default interest; the assertion of higher interest and other damages in the event of delay remains unaffected.

(5)
Offsetting against counterclaims of the Client or withholding payments on account of such claims shall only be permissible if the counterclaims are undisputed or legally established or result from the same order under which the relevant delivery was made.

(6)
The Contractor shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Client and through which the payment of the Contractor’s outstanding receivables from the respective contractual relationship (including from other individual orders, to which the same framework contract applies).

(7)
If the Client withdraws from the contract without a legitimate reason or without the Contractor being responsible for the reason and the Contractor accepts an unjustified withdrawal, the Contractor shall be entitled to lump-sum damages in the amount of 15% of the contract amount. This does not preclude the assertion of further damages. The client is granted the right to prove that no or minor damage has occurred, which is then decisive. This shall not affect the Contractor’s right to also demand full remuneration for services already rendered. In this case, the claim for compensation in the amount of 15% relates to the services not yet provided.

1)
Deadlines and dates for deliveries and services promised by the Contractor shall only apply approximately, unless a fixed date has been expressly promised or agreed. If dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier or other third party commissioned with the transport.

(2)
The Contractor may – without prejudice to its rights arising from the Client’s default – demand that the Client extend delivery and performance deadlines or postpone delivery and performance dates by the period in which the Client fails to fulfil its contractual obligations towards the Contractor.

(3)
The Contractor shall not be liable for impossibility of delivery or for delays in delivery, insofar as these are caused directly or indirectly by force majeure or other events that were not foreseeable at the time of conclusion of the contract and beyond the control of the Contractor (e.g. operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of labour, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or the lack of, incorrect or untimely delivery by suppliers despite a congruent hedging transaction concluded by the Contractor) for which the Contractor is not responsible. If such events make delivery or service significantly more difficult or impossible for the Contractor and the obstruction is not only temporary, the Contractor is entitled to withdraw from the contract. In the event of obstacles of temporary duration, the delivery or service deadlines shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period.

(4)
Insofar as the Client cannot reasonably be expected to accept the delivery or service as a result of the delay or an event caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract and beyond its control, the Client may withdraw from the contract by making an immediate written declaration to the Contractor.

(5)
The affected Contracting Party shall immediately notify the other Contracting Party of the occurrence or cessation of the force majeure and shall use its best endeavours to remedy the force majeure and limit its effects as far as possible.

(6)
The Contractor is only entitled to partial deliveries if:

a. the partial delivery can be used by the customer within the scope of the contractual purpose,

b. the delivery of the remaining ordered goods is ensured and

c. the Client does not incur any significant additional expenditure or additional costs as a result (unless the Contractor agrees to assume these costs).

(7)
If the Contractor is in default with a delivery or service or if a delivery or service becomes impossible for him, regardless of the reason, the Contractor’s liability shall be limited to damages in accordance with § 8 of these GTC.

(1)
The place of performance for all obligations arising from the contractual relationship is Dresden, unless otherwise specified. If, by way of exception, the Contractor also owes the installation, the place of performance is the place where the installation is to take place.

(2)
The method of shipping and packaging are subject to the Contractor’s dutiful discretion.

(3)
If shipment of the goods has been agreed and the Contractor has not taken over the transport or installation, the risk shall pass to the Client at the latest upon the handover of the delivery item (whereby the start of the loading process is decisive) to the freight forwarder, carrier or other third party designated to carry out the shipment. If the shipment or handover is delayed due to a circumstance caused by the Client, the risk shall pass to the Client from the day on which the delivery item is ready for dispatch and the Contractor has notified the Client of this.

(4)
The same applies if the customer picks up the goods from the contractor’s factory. Goods reported ready for dispatch or assembly, which are not accepted by the Client within 5 days of agreed self-collection, may be stored by the Contractor at the Client’s expense and risk. Insurance is only provided at the express request (in writing) of the client and on his account. In the case of storage by the contractor,
the storage costs (0.25) % of the invoice amount of the deliverables to be stored per past week. The assertion and proof of further or lower storage costs are reserved.

(5)
The consignment shall be insured by the Contractor against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the Client and at the Client’s expense.

(6)
Insofar as an acceptance has to take place, the service is deemed to have been accepted if:

a. the delivery and, if the Contractor is also responsible for the installation, the installation has been completed,

b. the Contractor has informed the Client of this with reference to the deemed acceptance pursuant to this Section 5 (6) and has requested the Client to accept,

c. 10 working days have elapsed since delivery or installation or the Client has started using the item (e.g. has put the delivered illuminated advertising system into operation) and in this case 10 working days have elapsed since delivery or installation, and

d. the Client has omitted acceptance within this period for a reason other than a defect notified to the Contractor that makes the use of the purchased item impossible or significantly impairs.

(1)
The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages by the Client arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by the Contractor or its vicarious agents, which are time-barred in each case in accordance with the statutory provisions. For lamps, fluorescent tubes, flash tubes and other light sources, coloured glass filters and colour filter foils, etc., or other wear parts, the warranty period shall be determined in deviation from sentence 1 according to the usual period of use, provided that this is less than 1 year.

(2)
Before use, the customer must check whether the products are suitable for the intended purpose (e.g. use on an exterior façade). The Contractor cannot guarantee suitability for certain purposes because it has no influence on the use of the delivered goods.

(3)
The delivered items must be carefully inspected immediately after delivery to the customer or to the third party designated by him; this also includes a functional test. They shall be deemed to have been approved by the Client with regard to obvious defects or other defects that would have been recognisable during an immediate and careful inspection if the Contractor does not receive a written notice of defects within seven working days of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Client if the notice of defects is not received by the Contractor within seven working days of the time at which the defect became apparent; if the defect was already obvious at an earlier point in time during normal use, however, this earlier date is decisive for the start of the notice period. At the request of the Contractor, a disputed delivery item shall be returned to the Contractor carriage prepaid. In the event of justified notice of defects, the Contractor shall reimburse the costs of the cheapest shipping route; this shall not apply if the costs increase because the delivery item is located at a location other than the place of intended use.

(4)
In the event of material defects in the delivered items, the Contractor shall initially be obliged and entitled to repair or replace the goods at its discretion, which must be made within a reasonable period of time. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement delivery, the Client may withdraw from the contract or reduce the purchase price appropriately.

(5)
If a defect is due to the fault of the contractor, the client may claim damages under the conditions specified in § 8. These claims for damages are limited in amount to the price of the delivery in question; liability for consequential damages is excluded.

(6)
In the event of defects in components from other manufacturers which the Contractor cannot remedy for licensing or factual reasons, the Contractor shall, at its discretion, assert its warranty claims against the manufacturers and suppliers on behalf of the Client or assign them to the Client. Warranty claims against the Contractor in the event of such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the judicial enforcement of the above-mentioned claims against the manufacturer and supplier was unsuccessful or, e.g. due to insolvency. During the duration of the legal dispute, the limitation period for the Client’s warranty claims against the Contractor shall be suspended.

(7)
The warranty shall lapse if the Client changes the delivery item without the consent of the Contractor or has it changed by a third party, replaces parts or uses consumables that do not correspond to the original specification and the identification and/or elimination of defects is made impossible or unreasonably difficult as a result. In any case, the client must bear the additional costs of remedying the defects resulting from the change. If the Contractor’s warranty, operation, installation or maintenance instructions are not followed, the warranty shall lapse. Liability for normal wear and tear is excluded.

(8)
A delivery of used items agreed with the Client in individual cases shall be made under exclusion of any warranty for material defects.

(9)
Warranty claims against the Contractor shall only be available to the direct Client and shall not be assignable without the prior consent of the Contractor.

(10)
The place of performance of warranty claims, including verification of warranty claims, is the Contractor’s registered office. For claims for damages within the scope of warranty claims based on injury to life, limb, health or on intent or gross negligence on the part of the Contractor or a legal representative or vicarious agent of the Contractor, or under the Product Liability Act, the statutory warranty periods shall apply without restriction.

(1)
In accordance with this § 7, the Contractor shall ensure that the delivery item is free of industrial property rights or copyrights of third parties. Each Contracting Party shall immediately notify the other Contracting Party in writing if claims are asserted against it for the infringement of such rights.

(2)
In the event that the delivery item infringes an industrial property right or copyright of a third party, the Contractor shall, at its discretion and at its own expense, modify or replace the delivery item in such a way that no third party rights are infringed, but the delivery item continues to perform the contractually agreed functions, or provide the Client with the right of use by concluding a license agreement with the third party. If the Contractor does not succeed in doing so within a reasonable period of time, the Client shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Client shall be subject to the restrictions of § 8 of these General Terms and Conditions of Delivery.

(3)
In the event of infringements of rights by products from other manufacturers supplied by the Contractor, the Contractor shall, at its discretion, assert its claims against the manufacturers and upstream suppliers on behalf of the Client or assign them to the Client. In these cases, claims against the Contractor shall only exist in accordance with this Section 7 if the judicial enforcement of the above-mentioned claims against the manufacturers and upstream suppliers has been unsuccessful or, e.g. due to insolvency.

(4)
If the order is carried out according to a submission by the Client (e.g. company logo, trademark), paragraphs 1 to 3 shall apply mutatis mutandis as the Client’s obligation towards the Contractor.

(1)
The Contractor’s liability for damages, regardless of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, shall be insofar as this relates to a breach of contract.
debts in accordance with this § 8.

(2)
The Contractor shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless it is a violation of essential contractual obligations. Essential to the contract are the obligation to deliver and install the delivery item on time, its freedom from defects of title as well as those material defects that impair its functionality or fitness for use more than negligibly, as well as duties of advice, protection and care that are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life or limb of the customer’s personnel or the protection of its property from considerable damage.

(3)
Insofar as the Contractor is liable for damages pursuant to § 8 (2), this liability shall be limited to damages that the Contractor foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or that it should have foreseen if it had exercised customary care. Indirect and consequential damages, the consequence of defects in the delivery item
are also only compensable to the extent that such damages are typically to be expected when the delivery item is used as intended. The above provisions of this paragraph 3 shall not apply in the event of intentional or grossly negligent conduct by members of the executive bodies or executives of the Contractor.

(4)
In the event of liability for simple negligence, the contractor’s obligation to compensate for property damage and resulting further financial losses is excluded, even if it is a violation of essential contractual obligations.

(5)
The above exclusions and limitations of liability shall apply to the same extent for the benefit of the organs, legal representatives, employees and other vicarious agents of the Contractor.

(6)
Insofar as the Contractor provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Contractor, this shall be done free of charge and under exclusion of any liability.

(7)
The limitations of this § 8 and the warranty rights do not apply to the liability of the Contractor for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

(1)
The Contractor reserves title to the goods delivered to the Client until the purchase price has been paid in full and until all purchase price claims arising from this contract have been fulfilled at the time of delivery.

(2)
This also applies if the agreed price has been paid for a specific delivery designated by the customer. In the case of a current invoice, the reserved property shall be deemed to be security for the contractor’s balance claim.

(3)
If the goods delivered by the Contractor are processed or transformed, this shall be done on behalf of the Contractor. In the case of processing with items not belonging to the Contractor, the Contractor acquires co-ownership of the new item in proportion to the value of the goods to the other items. The Client shall keep the co-ownership for the Contractor.

(4)
The Client shall be obliged to notify the Contractor immediately of any access by third parties to the goods delivered and assembled under retention of title by sending a seizure protocol and an affidavit confirming the identity of the seized item with the delivered goods.

(5)
The Client shall be liable for costs and damages arising from such access.

(6)
The customer may not sell delivered goods as long as they have not been paid for in full. In the event of a justified resale, the Client shall already assign all resulting claims to the Contractor. However, he remains authorised to collect these claims as long as he duly fulfils his contractual obligations (in particular payment obligations).

(7)
The Contractor is entitled to revoke the direct debit authorization. The Contractor shall release collateral at the request of the Client to the extent that its value exceeds the claims to be secured by more than 20%.

(8)
In the event of default in payment or payment difficulties, the Contractor shall be entitled to demand the immediate surrender of the delivered goods. Until surrender, the Client must refrain from any disposal of the objects and goods owned by the Contractor.

(9)
The Client is obliged to insure the items sufficiently against the usual risks and to provide the Contractor with proof of the conclusion of the insurance upon request. All claims against the insurer under this contract with regard to the items delivered under retention of title are hereby deemed to have been assigned to the Contractor.

(10)
The request for restitution, the take-back and the seizure of the goods subject to retention of title by the contractor do not constitute a withdrawal from the contract – as long as §§ 506 et seq. of the German Civil Code do not apply.

(11)
The Contractor shall be entitled to assign claims arising from its business relationships.

(1)
The Contractor manufactures lighting elements and delivers them in accordance with the contract. The fastening or other assembly is not the subject of this order, but is the sole responsibility of the client. Nevertheless, the following information is given.

(2)
If the Client purchases products, e.g. lighting elements, from the Contractor, which are installed by the Client or by companies commissioned by the Contractor, information, technical specifications of the Contractor and the local legal regulations must be observed urgently. The Contractor is not aware of the structural, local and technical conditions on site, and their examination is also not the subject of this contract.

(3)
It should be noted that the power supplies named by the contractor and other components or accessories such as DC/DC converters, controllers, etc. may not be replaced in the event of their use without compatibility with the lighting elements produced by us having first been tested and established.

(4)
Especially when attaching larger acrylic elements or lighting elements to metal, wood or stone surfaces, etc., the different expansion coefficient of acrylic, metal, wood, stone, concrete or other building materials must be taken into account. Failure to do so can lead to stress cracks in the elements (e.g. at the fastening points), which can lead to electrical and mechanical problems, failure of the lighting elements and other defects. The client must ensure that the elements are assembled in such a way that a different expansion (e.g. through slotted holes) is guaranteed. Regular inspection and maintenance of the properties is strongly recommended.

(5)
Caution: The use of unsuitable equipment or accessories, errors in assembly or inadequate maintenance can lead to significant damage and loss of warranty claims.

(1)
By placing the order, the Client grants the Contractor the right to use the manufactured products for its own reference representation as an image of the products in real form (e.g. for trade fairs, flyers, the Internet, etc.).

(2)
This also applies to image or video material of protected objects (e.g. copyright, utility models, design patents, patents, etc.). In this regard, the Client shall indemnify the Contractor against any claims on the part of its Client.

(1)
Personal data will be processed by the Contractor as the responsible body and, if applicable, by partners in compliance with data protection regulations for the purpose of processing the services offered (Art. 6 para. 1 lit. b GDPR).

(2)
Only data that is required for the purposes mentioned will be processed. Personal data is treated confidentially and protected in the best possible way by appropriate security measures. Only authorised persons who are involved in technical, commercial and order management support have access to personal data.

(3)
To the extent required by law, corresponding order processing agreements have been concluded.

(4)
Personal data will be stored until the contractual relationship with the client has ended and the data is no longer required for other legal reasons (e.g. due to statutory retention periods).

(5)
Under the legal requirements, any data subject can request information, correction or deletion, object to processing or assert their right to data portability.

(1)
The written form requirement applies. Ancillary agreements become effective when they are confirmed in writing. Insofar as this contract provides for written form, the text form (e-mail, fax or similar), but not the oral agreement or information, is equivalent to this.

(2)
If the Client is a merchant, a legal entity under public law or a special fund under public law, or if it does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between the Contractor and the Client shall be in Dresden or the registered office of the Client at the Contractor’s discretion. In these cases, however, Dresden shall be the exclusive place of jurisdiction for actions against the Contractor. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this regulation.

(3)
The language of the contract is German.

(4)
The relationship between the Contractor and the Client shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

(5)
Insofar as the contract or these GTC contain regulatory gaps, those legally effective provisions shall be deemed to have been agreed to fill these gaps which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known about the regulatory gap.

(6)
The possible nullity or ineffectiveness of one or more provisions of these GTC does not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible economically and legally to the intended regulation.