Terms/Conditions

General Terms and Conditions of lumicell CPV Systems (B2B)

as amended on 20.7.2012

§ 1 General Terms

(1) For all supplies of goods and services the following terms and conditions in force at the time the order is placed become subject terms of each contact. Terms and conditions of the customer are only valid insofar as the Seller has expressly agreed to them.

(2) The invalidity of any provision of this Agreement or its constituents does not affect the validity of the regulations. The contracting parties shall replace an invalid provision by such provision that comes nearest to the economic purpose, provided that no fundamental changes in the contract are brought. The same applies if a regulation requiring issue is not explicitly regulated.

§ 2 Offers, Confirmation and Conclusion of Contract

(1) Contract offers by the seller are subject to change.

(2) In Terms of prices, quantity, time of delivery and capacity, only the confirmation of order will prevail.

(3) Partial shipments are permitted unless the customer declines interest in them or if they are not unreasonable.

(4) Illustrations, drawings, measurements and weights which are basis of the offer or order confirmation are generally to be understood only as approximate values, unless they are expressly designated as binding.

§ 3 Prices and terms of payment

(1) As far as prices not specifically resulting from the respective contract, they are calculated on the basis of the valid price list. Prices are net plus the applicable VAT and exclude packaging and other shipping and transport costs. The packaging is calculated at cost price and will be only taken back, if the seller under mandatory statutory regulation for this purpose is required.

(2) If the Customer requests changes, the incurred additional costs be charged to the customer.

(3) When the Customer falls into arrears, interest of 8% above the applicable base rate will be required notwithstanding the right to assert of further claims.

§ 4 Set-Off and Retention

Set-off and retention are excluded, except, that the set-off claim is undisputed or legally established.

§ 5 Supply

(1) The observance of a delivery period is always dependent on the timely supply. The availability depends on the supply by a supplier and fails this delivery for reasons that we are not responsible, we are entitled to withdraw from the contract. A right to damages for this reason is not entitled to the customer.

(2) Same applies, if due to higher force or other events the supply substantially is made more difficult or impossible and we are not responsible. In particular: Fires, inundation, labor disputes, operational disturbances, strike and official arrangements, which are not related to our operating risk. The customer will be informed in the cases mentioned above immediately and will achieve refund.

§ 6 Passing of Risk

The risk is passing to the customer as soon as the Seller has placed the goods at the customers proposal.

§ 7 Retention of Title

(1) The goods will not become property of the buyer until all outstanding obligations arising from the contractual relationship are fulfilled.

(2) The customer is not authorized to the transfer by way of security or pledging of goods.

(3) If the goods are processed by the customer the retention of title extends also to the entire new thing. The customer acquires co-ownership to the fraction, which corresponds to the relationship of the value of its goods.

§ 8 Notices of Defect

(1) Obvious lack are to be indicated in writing by the customer within 14 days starting from the arrival of the goods.

(2) With hidden lack the written notice must take place immediately after statement of the lack, at the latest however within a year after the arrival of the goods. The legal periods of limitation remain unaffected. The burden of proof for it that it concerns a hidden lack, meets the buyer.

(3) In all other respects apply the regulations of § 377 HGB.

§ 9 Guarantee

(1) the guarantee is with objection limited by lack to replacement (2) fails the replacement after appropriate period, can the customer reduction of the purchase price or retrogressive making of the contract alternatively require. The period amounts to at least four weeks. The replacement failed, if three attempts did not lead to the recovery of the lack to success.

§ 10 Claims for Damage

(1) The Seller is only liable for intention and negligence. In case of violating obligations being particularly important for reaching the purpose of the contract, the seller is also liable for slight negligence. The Seller´s liability regardless of negligence or fault, however, is excluded.

(2) Any damage claim of the buyer, regardless of its legal cause, is limited to such damages, the arising of which has been anticipated within the contractual relationship, inasmuch as the duty is violated because of slight negligence. The limitations as set forth herein shall not apply in case of violation against life, body and physical health. Compulsory legal provisions regarding liability remain unaffected.

§ 11 applicable right, interpretation of clauses etc.

(1) It applies German right.

(2) Commercial clauses are to be laid out after the valid Incoterms.

(3) If it is agreed upon that the Seller carries tariff and import duties of the regulation country, goes between delivery of the confirmation of order and distribution of the commodity into force stepping increases of such deliveries debited to the buyer. All remaining fees, taxes and costs connected with the sales contract carries likewise the buyer.

§ 12 place of delivery and area of jurisdiction

(1) Place of delivery for the supply is the respective dispatch place, for the payment Berlin.

(2) Area of jurisdiction is for both parts Berlin/Germany.