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Terms and conditions

1. Validity

All business with us will be conducted under the Terms and Conditions stated herein and with the purchaser’s express knowledge and acceptance of all these provisions. The validity of opposing Terms and Conditions - in particular those of the contracting party - will not be accepted. Any deviating conditions require our previous consent in writing - even if these declarations to the contrary remain un-contradicted by us. The supplier and the purchaser renounce on any oral agreements or amendments. If for any reason part of these provisions is altered, the validity of the remaining terms and conditions shall not be affected.

2. Offers

Our offers are non-binding and freestanding unless otherwise stated. All contracts become valid at the earliest after our written confirmation. This clause shall also apply for contracts concluded by our representatives. Additions, modifications or oral agreements require a subsequent written confirmation by us.

Illustrations, drawings or any information on dimensions, weight and colours given on the internet, in catalogues, price lists or any brochure are only approximate estimates as it is customary in our particular branch.
Besides we reserve the right to modifications in production or design.

Orders made to the buyer’s individual specifications (custom-made design) require without exception a written notice of all modifications (e.g. finish, dimensions).

3. Pricing Policy

All quoted prices, unless otherwise stated, are ex our warehouse in Hückeswagen. Prices are exclusive of VAT, packing, freight, insurance charges and stamp duties.

All prices will be those ruling on the day of delivery, unless otherwise expressly indicated in the contract. Prices are only valid for the point of destination specified in the order.
Prices quoted in the contract may be revised in a reasonable way in the event of any considerable increase of the supplier’s costs of production (e.g. raw materials, energy or wages).

4. Packaging

According to our discretion the supplied goods will be packed to commercial standard. The packing charges will be paid by the purchaser. The packing material is calculated at best and cannot be returned.

5. Delivery and shipment

We reserve the right to select the appropriate means of shipment (by railway, post, transport carrier or lorries provided by us). If upon the purchaser’s request the goods are delivered directly at its address the risk of any loss, damage or deterioration of the goods shall pass to the purchaser as soon as the goods are ready for shipment and are placed at the disposal of the forwarding agency or at the latest upon departure from the manufacturing or distributing facility.

The purchaser is bearing the delivery costs. Part deliveries are admissible. In case of acceptable delay in shipment or delivery the risk passes onto the purchaser as soon as the goods are ready for dispatch.

6. Delivery time, force majeure, industrial actions

Any quotations of delivery times are made as estimates and are non-binding. The delivery period begins to run immediately after dispatch of the order confirmation but not before all detailed documents pertinent to the execution of the contract have been provided. The delivery is effected, if the ordered goods have left the factory or warehouse or are ready for dispatch at the date of shipment without exceeding the deadlines set out in the delivery terms. Collection of the customer in due and proper form within the required time limit is permitted. Will the supplier be unable to commit a delivery contract due to unforeseeable difficulties beyond of its control such as breakdown of machinery or inability to secure supplies, the supplier is dispensed from the duty of performance in time for the duration of such circumstances. In the event of such an occurrence the supplier shall not be responsible for non-delivery or non-performance of goods and services. This provision is also applicable in the event of strikes or out-locks. If due to these circumstances delivery times are extended or the supplier’s duty to perform the contract is dispensed the purchaser has no right to claim any damages arising therefrom. Any discharge from liability will be void if a defect results from a heavily negligent or intentional breach of contract occasioned by the conduct of the supplier or one of its chief executives, or if the purchaser will be bodily injured as a result from a negligent or intentional breach. The same regulation applies if the purchaser as a consequence of force majeure is prevented from fulfilling its obligation to receive the ordered goods. The purchaser is obliged to receive deliveries resulting from call-off orders at the latest 6 months after confirmation of the order.

7. Complaints, warranty / statute of limitation, liability

a) Liability for material defects
After receipt of delivery the supplied goods immediately have to be examined for quality and completeness, otherwise any complaints or claims about defects and damages concerning the delivery shall be deemed to be invalid. We disclaim any liability for defects resulting from ordinary wear and tear, atypical use or damages caused by service failure, unauthorized or negligent act, exposure to excessive heat or cold, failure of indispensable lubrication, electro-chemical or electrical effects. Our tooling and lighting systems are delivered with a package of care and maintenance instructions. We advise you to consult the pertinent product information. Warranty claims for damages are excluded if the relevant product has been processed or modified in whatsoever form. Is the product at time of delivery defective or incorrect, the supplier will at its discretion, any further warranty claims excluded, deliver a replacement or make the necessary improvements. If the supplier has not made a replacement or repaired the defects within a reasonable period of grace for additional performance – usually a period of 6 weeks - the purchaser has the right to lower payment in degree or to withdraw from the contract. Further claims are excluded. Further processing or modification of defective goods is not permitted. Visible defects have to be reported in a written form to the supplier within 10 days following the receipt of the delivered goods, complaints concerning defects not visible at the time of delivery have to be stated in writing immediately after discovery. The purchaser will make any effort to limit the damages at its best ability. The warranty period expires at the latest 12 months after dispatch of delivery. The liability for original delivery items shall also apply to the same extent for replacement deliveries and subsequent improvements. The warranty period for replacement deliveries is renewed immediately after dispatch. We shall not be liable for any error or mistake resulting from documentation (drawings, samples etc) supplied to us by the purchaser. Defects which have been objected shall not entitle the purchaser to return the whole delivery. Objected goods can only be returned with our explicit previous agreement. On request of the supplier the purchaser has to return the goods at lowest price.

b) Further claims
We exclude all claims and damages due to impossibility of performance, default of payment, violation of mutual confidence in the preparation of the contract or unauthorized acts as long as the damages are not caused by wilful intent or gross negligence of our chief executives or persons employed in the performance of their obligations and unless these claims are not based on an injury to life, body and health. Liability under the German Product Liability Act remains unaffected.

8. Payment Terms

All prices are quoted in EURO. All alterations in exchange rates occurring after the conclusion of contract (date of order confirmation) are to the purchaser’s debit. All invoices are to be paid within 10 days of invoice date at 2 % discount and within 30 days net without any deductions. Bills of exchange and cheques are only accepted on account of performance with prejudice of protest if they are discountable and a special agreement has been concluded. Failure to fulfil payment of the invoiced goods on the due date entails discount charges from the date of default which are payable immediately by the purchaser. If the purchaser is in debt we are allowed to levy default charges at a rate of at least 3 % above the discount rate of the Federal Bank of Germany. According to the supplier’s payable debit interests the purchaser may be charged interests at even higher rates. When dealing with new clients we reserve the right to ask for payment on delivery or payment in advance. Orders are only accepted if the creditworthiness of the purchaser is assured. If there are any doubts about the purchaser’s ability to pay the amounts due within an agreed period because of insolvency proceedings, immediate suspension of payment or suchlike difficulties we have the right to withdraw from further deliveries and to cancel the contract. The supplier shall never be liable for any damages by reason of such rescission. The purchaser is obliged to fulfil the obligations resulting from the performances already executed by us according to the contract. The purchaser has only the right to withhold payments or to set-off any counter-claims if these claims are recognised by us as undeniable and legal.

9. Reservation of ownership

Until full payment of all claims arising from the contract concluded between supplier and purchaser and until discharge of all bills and cashing of all cheques the property in the delivered goods remains with the supplier. In deviation from the provisions stated in art. 449, paragraph 2 of the German Civil Code (BGB) the supplier is entitled to withdraw from the contract if the purchaser is in default of payment. The purchaser is entitled to transfer the reserved goods within the ordinary course of business, pledging or transfer of ownership by way of security is not permitted. The purchaser’s claims accrued due to the disposal of the reserved goods are assigned to the supplier. The supplier will acknowledge this assignment. The customer is entitled to collect these claims as long as he fulfils his obligations against the supplier. Upon request of the supplier the purchaser is obliged to give notice of any third-party debtors and to signal the assignment to them. Further processing and modification of the goods forming the subject matter of a reservation of ownership are executed by the client in the name of the supplier. The supplier however shall not have any obligations toward these reworked goods. If the delivered goods are processed or become constituents of other products the ownership remains with the supplier, but he will become co-owner of the newly manufactured items according to the outstanding claim. The amount of ownership is determined by the proportion of the invoiced value of the goods forming the subject matter of a reservation of ownership to the value of the reworked items. If the goods forming the subject matter of a reservation of ownership are resold or disposed of after they have been processed or become constituents of other products the assignment in advance mentioned above applies only to the amount of invoice relating to the reserved goods. If third parties have access to the reserved goods, especially in the case of execution proceedings or execution in the assigned claims, the purchaser has to inform the supplier of the matter without delay and is obliged to hand out the documents required for an intervention. On request and at the discretion of the purchaser the supplier is obliged to release the provision of securities according to the regulations mentioned above if the value of the securities exceeds the claims at a rate of 20%.

10. Tooling costs

The tooling costs are invoiced separately from the invoiced value of goods.

a) The purchaser will not acquire title of the tools produced or furnished by the manufacturer regardless of any expenses charged to the purchaser. The tools will remain the sole property of the manufacturer. The manufacturer is compelled to preserve the tools for the purchaser up to one year after performance of the last delivery. If the purchaser signals within a time limit of one year his intention to pass further orders within the following year the preservation period relating to these tools is prolonged for another year. If the purchaser has not placed any supplement order within the time limit of one year the tools will be at the disposal of the manufacturer.

b)We reserve the right to invoice accrued tooling costs relating to orders cancelled in the stage of development (due to difficulties in transformation or design) or in the initial stages of the contract.

aa) In the event of cancellation prior to approval of the tool design the accrued manufacturing costs for the first set of tools are charged to the purchaser.

bb) In the event of cancellation of contract subsequent to approval of the tool design the total costs for production tooling, special installations and templates are charged. Work-in-progress at the expense of the customer remains with the manufacturer for inspection for a period of four weeks. Upon expiration of this time limit the tools are sent to be scrapped. The manufacturer is not obliged to present the elaborated technical plans and engineering drawings in order to protect the applied techniques.

11. Choice of law, Place of Jurisdiction, Place of Performance

With respect to the choice of law, the contractual parties expressly agree to the applicability of German law (BGB - German Civil Code, HGB - German Commercial Code). Application of the uniform law on the sale of goods as well as other laws shall be excluded. The place of contract fulfilment shall be the registered office of the company. Any legal disputes that might arise between supplier and purchaser, insofar fully qualified merchant as defined in business law, legal person under public law or special asset under public law, shall be submitted to the competent court having jurisdiction at the place of the company’s registered office. Still we reserve the right to institute proceedings at the purchaser’s court of jurisdiction (place of residence or registered office).

12. Service, repairs and complaints

When returning your goods for service, repair or complaints please also pay attention to our separate service terms and conditions. These can be found on the Internet on our website in the area of the GTCs.

 

Terms and Conditions of Setolite Lichttechnik GmbH for repair service

1. Scope and general provisions

The following General Terms and Conditions shall apply to the provision of repair and service services of Setolite Lichttechnik GmbH (hereinafter called Setolite) in accordance with the agreement concluded between Setolite and the customer. General terms and conditions of business of the customer, even if they are later used by the customer, are contractually binding without the written consent of Setolite insofar as they do not contradict the present conditions. Contradictory general terms and conditions do not affect the effectiveness of the concluded contract. In the event of conflicting conditions, the statutory provisions shall apply. These General Terms and Conditions apply to all current and future business relations with the customer.

2. Definition

2.1. Product: The product/device delivered by the customer for repair is called product subsequently.

3. Costs, cost estimate

3.1. In general, the repair is calculated according to the working hours as well as the costs of the used spare parts. Costs, which are mentioned before the repair of Setolite, are non-binding.

3.2. If a cost estimate with binding price quotations is desired before the repair is carried out, this is expressly required by the customer. Such a cost estimate is only binding if it is made in writing and is expressly designated as binding and the order is issued by the customer within four weeks after the customer has given the cost estimate. Services for the submission of a cost estimate are charged at a flat rate of 39, - Euro net against the customer. The lump sum invoiced to the customer for the provision of the cost estimate is fully charged for the commissioning and execution of the repair in the customer order if the invoice amount exceeds 120, - €. A pro-rata refund of € 19 will be made below this amount. In the case of non-repairs, the lump sum shall be payable and billed for payment by the customer.

4. Scope of Services / Unperformable Repair

4.1. All products, components and parts to be repaired must be in a repairable (complete) condition.

4.2. Setolite has the right to carry out the repair of defective assemblies and parts by exchanging parts with the same function.

4.3. If a repair can not be carried out / completed for Setolite's reasons, Setolite is entitled to charge the incurred and documented expenses (error-finding time equal to working time) in the form of a flat-rate processing fee. The reasons for an unworkable repair are:

  1.  the defect in question has not occurred during the inspection;
  2. spare parts can not be procured;
  3. parts and assemblies are so damaged that repair is not possible;
  4. the customer has neglected an agreed date culpably;
  5. the contract has been terminated during execution.

4.4. The product needs to be returned to its original condition only at the explicit request of the customer, against reimbursement of the lump-sum fee, unless the necessary work was not required.

5. Price and payment

5.1. The amount of the price is based on the billing rate (hours worked) at the time the order was placed. Repairs up to a net value of 120, - Euro are carried out directly in the event that no request for a cost estimate was expressed by the customer. If during the repair the repair costs exceed 120, - Euro net, then consultation with the customer is held and possibly the consent is obtained. The payment of a repair or a flat-rate cost estimate is, unless otherwise agreed in writing, to be paid directly net of the invoice without any cash discount. The value added tax is charged to the customer at the statutory rate.

5.2. The retention of payments or set-off on the basis of any counterclaims by the customer is only valid if these counterclaims are undisputed or legally established and their counterclaim is based on the same contractual relationship in the case of retention.

5.3. In the event of a delay in payment, interest of 8% p. A. above the base rate is charged. The assertion of further default damages remains reserved. In this case, the customer reserves the right to prove that Setolite has suffered no or a substantially lower loss as a result of the delay in payment.

6. Transport and insurance for repair in Setolite's premises

6.1. Unless otherwise agreed in writing, transportation of the object of repair carried out at the customer 's request, including any packaging and loading, shall be carried out at his own expense. Otherwise, the repair item shall be delivered by the customer at his own expense to Setolite and picked up by the customer again.

6.2. Repairs transported with transport service providers (UPS, FedEx, DHL or others) are insured according to their guidelines. The customer is entitled to apply for further insurance cover in writing in order to return the goods to Setolite. The costs will be charged to the customer.

6.3. For devices that are sent, transferred or fetched, the danger is transferred to Setolite as soon as these devices are delivered.

6.4. When picking up or returning the equipment, the risk passes to the customer with delivery to the customer. In the case of dispatch by transport service provider, the risk passes to the customer when the device has been handed over to the latter.

6.5. If the customer does not specify the return route, Setolite chooses the shipping route and the transport service provider with the care of a proper merchant.

6.6. In order to avoid transport damage Setolite reserves the right to replace damaged or unusable cardboard boxes with new ones. The customer bears the costs for the new carton delivery and the inner packaging.

6.7. Complaints regarding completeness and transport damage must be reported immediately to the transport service provider and / or Setolite. A notification has to be made in writing.

7. Repair period

7.1. The data on the repair periods are based on estimates and are therefore not binding.

7.2. The lead time can be extended considerably if the spare parts necessary for the repair are not available in time and / or the error described by the customer is not reproducible and / or a long-term test is necessary.

7.3. If the repair is delayed as a result of labour disputes, in particular strikes and lockouts, as well as the occurrence of non-indebted circumstances on Setolite, an appropriate extension of the repair period shall apply, unless such obstacles have a significant effect on the completion of the repair.

8. Acceptance

8.1. A formal acceptance will only take place if this has been agreed in writing.

8.2. The acceptance is deemed to have taken place as soon as the customer has accepted the device.

9. Setolite's right of lien and abandoned collection, retention of title

9.1. Setolite is entitled to a contractual lien on the equipment which has been acquired by Setolite within the scope of the order.

9.2. If the customer does not release the device, which has been sent to him by cash on delivery, even after the service has been performed, after he has received a further request, or if the customer does not pick up the device within four weeks after the second request, Setolite is entitled to calculate an appropriate storage fee.

9.3. If the device has not been collected even after three months after the second request, Setolite is not obliged to keep it for further storage and is free from any liability, even for negligent damage or loss. After the expiry of this three-month period, Setolite shall be free to send the customer a threat of a sale. Four weeks after sending this warning, Setolite may sell the relevant device to cover the service performance requirement against the customer. If this results in a rebate in relation to repair charges, it is to be returned to the customer.

9.4. Setolite reserves the right to ownership of all used accessories, spare parts and replacement units until receivement of all payments under the repair contract, without prejudice to any further securing agreements. In the case of the connection, Setolite shall be entitled to a co-ownership share of the repair item in the amount of the value of the repair work.

10. Claims for defects

10.1. Defects in the work which are demonstrably attributable to faults in the material used or to non-impeccable work are remedied by supplementary performance in accordance with the following provisions:
A) Deficiencies must be immediately notified to Setolite in writing; Recognizable deficiencies, however, within 14 days from the date of take-over in own company; As long as a trial operation has been agreed, after faultless trial operation.

B) Claims for defects become statute barred one year after acceptance; This shall not apply insofar as the law pursuant to Art. § 438 I No. 2 and No. 634a I No. 2 BGB stipulates longer deadlines. The statute of limitations begins with the takeover in the own enterprise; As long as a trial operation has been agreed, after faultless trial operation. If Setolite is not responsible for circumstances beyond the control of Setolite, or if more than 14 days have elapsed, the liability for the duration of the delay shall be shortened.

C) For the purpose of subsequent performance, the customer shall provide Setolite the necessary time and opportunity to an appropriate extent. If he refuses to do so, Setolite is exempted from supplementary performance.

D) Insofar as Setolite fails to reach a reasonable deadline for subsequent performance without rectifying the defect, the improvement is refused or does not lead to the correction of the defect and the customer can not be expected to be reworked further, the customer has the right to cancel the remuneration by declaration As opposed to Setolite; In so far as it is not a question of construction work, the customer may, instead of decreasing the contract, rescind the contract.

E) The deficiency claims expire if the object of the work has been caused by improper handling or storage or if modifications or repairs have been made to it without the written consent of Setolite and the changes or repairs have led to the defect. Claims for defects do not exist if the defect is based on wear.

F) The parts replaced in the performance of these claims are transferred to the property of Setolite, subject to a different agreement.

G) For the supplementary performance, Setolite shall be liable to the same extent as for the original work until the end of the period of limitation of the claims for the original work.

10.2. In the case of incorrect work by the staff provided by the customer, Setolite shall only be liable if setolite has given faulty instructions or violated supervisory duties.

10.3. Further claims of the customer against Setolite due to defective work are excluded, in particular claims for replacement of consequential damages such as loss of production and use as well as lost profit. This does not apply to the extent that in the case of personal injury or damage to privately used items, the product liability law or in cases of intent, gross negligence or breach of essential contractual obligations is mandatory. The claims of the customer due to damages resulting from the work itself are governed by § 12 of these conditions.

11. Liability

11.1. Unless otherwise stated in these General Terms and Conditions, including the following provisions, Setolite shall be liable in the case of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

11.2. Setolite shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the case of simple negligence, Setolite shall only be liable:

11.2.1. For damages from injury to life, body or health,

11.2.2. For damages resulting from a breach of a material contractual obligation; In this case, however, Setolite's liability is limited to the replacement of the foreseeable, typically occurring damage.

11.3. The liability limitations resulting from 11.2 shall not apply insofar as Setolite has maliciously concealed a defect or assumed a quality guarantee. The same applies to claims of the customer under the Product Liability Act, as well as claims for damages resulting from impossibility and default due to the violation of cardinal obligations.

11.4. Insofar as the customer is entitled to claims for damages pursuant to Article 11, these shall become statute-barred after expiry of the limitation period applicable to claims for defects. In the supplier rebate, in the case of malice and in the cases specified in 11.2.2, as well as for claims under the Product Liability Act,the statutory provisions shall apply exclusively.

11.5. As far as the liability for damages is excluded or limited, this also applies to the personal liability for damages of the staff members, employees and co-workers, representatives and vicarious agents of Setolite.

12. Safety requirements to the customer

12.1. To ensure the security of the international supply chain, the customer issues the security declaration for AEO's authorized economic agents and in particular declares:

12.1.1. The fact that goods which are produced, transported, delivered to, or carried over by AEO (authorized AEO) are produced, stored, processed or loaded at secure workshops and secure transhipment sites,

12.1.2. That they are protected against unauthorized access during production, storage, processing, loading and transport, and that the personnel employed for the production, storage, processing, loading, transport and take-over of such goods is reliable,

12.1.3. As well as the fact that business partners acting on behalf of the customer are informed that they must also take measures to secure the above supply chain.

13. Payments shall be made in the Euro currency.

14. Jurisdiction

14.1. In the case of contracts with merchants, legal persons governed by public law or public special funds, the Court of Jurisdiction shall be the court competent for the headquarters of Setolite. Setolite shall also be entitled to sue at the customer's headquarters or at the headquarters of its branches for which the repair has been carried out.

14.2. The law of the Federal Republic of Germany applies exclusively to the contractual relationship as well as to its entire settlement.

15. Final provisions

Should individual provisions of the contract with the customer including these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected thereby. The wholly or partly ineffective regulation is to be replaced by a regulation whose economic success comes as close as possible to that of the ineffective.

16. Place of business

SETOLITE Lichttechnik GmbH

Bockhackerstr. 13
D-42499 Hückeswagen
Tel.: 0 21 92 / 9 36 24 - 0
Fax : 0 21 92 / 9 36 24 - 25

Internet: www.setolite.com
E-Mail: info@setolite.com
Managing Director: Peter Schultz
Commercial register: Amtsgericht Köln HRB 36445
VAT ID no. DE 811757897

 

© Copyright 2016 by SETOLITE GmbH – all rights reserved.