|MA Lighting Technology GmbH
D – 97297 Waldbüttelbrunn, Deutschland
|MA Lighting International GmbH
An der Talle 24-28
D – 33102 Paderborn, Deutschland
All prices listed are net prices and to be understood ex works Paderborn, plus applicable VAT. Our offer is non-binding. Prices are subject to change.
Deliveries are carried out ex works Paderborn and at the buyer’s risk and expense. The type of shipping depends on the consignee’s choice. Any damage in transit or to the packaging has to be brought immediately to the attention of the railway operator, the postal service or the forwarder; any other complaints can only be accepted if made within 8 days of the receipt of the goods.
Duty to inspect and notify
1. The Buyer has the duty to inspect the goods delivered for any apparent defects that an average customer would notice offhand. Apparent defects also include missing manuals, any considerable, easily visible damage to the goods and any cases when either the wrong goods or insufficient quantities were delivered. The supplier is to be notified in writing of such obvious defects within 4 weeks from delivery.
2. The supplier is to be notified by the user of any hidden defects within 4 weeks after their detection.
3. In case of non-compliance with this duty to inspect and notify, the goods shall be considered approved “as is” by the Buyer with regard to the defect concerned.
The Buyer shall be advised of the estimated delivery time after receipt of the order. If a deviation from this delivery time become known, the Buyer shall be notified immediately; the foregoing conditions shall not apply to orders for the supply of newly launched products (e.g. at trade shows). Each partial delivery shall be regarded as an independent business transaction. If delivery should become partially or completely impossible due to circumstances beyond the Seller’s control, the Seller shall be entitled to relieve himself, partially or in full, of his obligation to deliver.
Terms of payment
Payment shall be effected either in advance, in cash, or by immediate direct debiting. If we agree to any terms of payment other than the aforementioned, such terms require our confirmation in writing. If the Buyer is in default, the Seller shall be entitled to charge default interest at an annual rate of 9 percentage points above the base rate of the European Central Bank. The default interest is to be fixed at a higher or lower rate if the Seller can prove higher financial charges or the Buyer can prove lower ones.
Retention of title
The seller shall retain title to all goods delivered until payment has been received for all receivables arising from the business relationship with the buyer. This shall also apply to any delivery that the Buyer may refer to and for which the purchase price has already been paid.
In case of open account terms, the merchandise subject to the retention of title shall serve as collateral for the seller’s outstanding balance claim. Any processing or conversion carried out by the Buyer of any goods that were delivered by the Seller and are still subject to the Seller’s retention of title shall always take place on the Seller’s behalf, however, without any obligation to the Seller. If the goods delivered by the Seller are mixed or combined with other items, the Buyer shall hereby transfer to the Seller the Buyer’s full or partial title to ownership and possession with regard to the mixed stock or newly created items.
The Buyer shall immediately notify the Seller of any attempts by third parties to seize goods subject to the retention of title by submitting to the Seller a bailiff’s return and an affidavit stating that the seized items are identical to the goods delivered. The Buyer is liable for any costs or damage resulting from such seizures. The Buyer shall be entitled to sell the products delivered and those items that result from their processing or conversion in the course of proper business practice only. If the Buyer resells on credit terms items of the Seller while the Seller’s retention of title is still in effect, the Buyer may not transfer the title to such items to the third-party buyer before settling in full all payment commitments to the Seller. Until such time, the Seller’s previous retention of full or partial title shall remain in effect with respect to the third-party buyer. The Buyer is obliged to protect the Seller’s rights against the third-party buyer in any manner necessary.
Already at this time and until full payment of all receivables for goods supplied by the Seller has been received, the Buyer shall assign, upon their creation and by way of security, to the Seller in full, with all ancillary rights, and enforceable against possible legal successors of the Buyer, all receivables to which the Buyer is entitled that result from the subsequent sale of the goods supplied by the Seller or from any other legal cause against the Buyer’s customer with respect to said goods.
As a consequence, any pledging or assigning of receivables, in particular to financing companies, is not permitted without the Seller’s written consent until any and all of the Seller’s claims against the Buyer have been settled in full.
If the Buyer is in default with respect to a portion of the Buyer’s commitments to the Seller, the Buyer has to notify any third-party debtors of the assignment and to request the third-party debtors to make payments to the Seller only and to refrain from any seizure of property, and to provide the Seller with a list showing those goods resold that are still subject to retention of title and/or showing those receivables incurred from the resale of such goods.
If so requested by the Buyer, the Seller shall assign back to the Buyer any receivables previously assigned to the Seller that exceed by more than 20% the total value of the Seller’s receivables for goods supplied. The Seller shall acquire ownership of the proceeds which shall have to be kept separately. Furthermore, the Seller may demand, at any time, the name of the customer and the amount of and the legal reason for any receivables to which the assignment agreed upon in section 6 refers. The Seller may also demand that the Buyer notify the Buyer’s customers of the assignment of such receivables. For this purpose, the Buyer has to permit the Seller access to the Buyer’s books and invoices.
The Seller shall be entitled to collect any receivables assigned to the Seller; the Seller also has the right to notify the Buyer’s debtors accordingly. However, the Buyer is authorised to collect these receivables on behalf of the Seller as long as the Buyer is not in default with regard to the Buyer’s commitments to the Seller.
In the event of the Buyer’s default or if the Buyer experiences difficulties in payment, the Seller is entitled to demand the immediate release and return of the unsold goods. Until they have been duly returned, the Buyer has to keep the goods that are the property of the Seller separate from other merchandise and to mark them as the Seller’s property; the Buyer has to refrain from disposing of them in any way, and to provide the Seller with a list of such property.
The Buyer is obliged to have the goods insured against fire and theft and to provide evidence of such insurance to the Seller upon request. Any claims against the insurer arising from this contract with respect to the goods subject to the Seller’s retention of title shall be deemed as assigned to the Seller.
Any liability is excluded for slightly negligent breaches of duty, provided that such breaches do not concern duties material to the contract, any damage to life, body or health, and provided that they do not concern warranties or affect any claims in connection with the Product Liability Act. The same applies to any breaches of duty committed by our vicarious agents. In general, any claims for damages in accordance with §§ 280, 281 of the BGB (German Civil Code) are excluded.
In case of deliveries to foreign customers, any liability shall be limited to foreseeable damage.
Any warranties for defects shall become void if the Seller’s operating and maintenance instructions are not complied with, if modifications are made to the goods delivered, or if replacement parts or consumables are used that do not meet the original specifications.
Any claims arising from a warranty against defects are subject to a limitation period of 12 months from the day the customer receives the goods.
Shipment of spare parts and repairs
The shipment of spare parts and any repairs are generally subject to the terms of payment agreed upon. In case of warranty claims, the Buyer receives a corresponding credit note once the defective part has been returned to the Seller. No spare parts or replacement items can be sent or other claims settlement be effected before the defective item has been received.
Applicable law and place of jurisdiction
German law shall apply exclusively. Paderborn shall be the place of performance and jurisdiction for either party to the contract.
The preceding terms of payment and delivery shall become effective as of their publication and apply to any and all deliveries, unless otherwise stipulated in writing, even if no specific reference is made to them in individual instances. Any terms or conditions of the Buyer contrary to these terms shall lose their legal validity through the acceptance of these terms upon placement of the order, unless such contrary terms have been expressly accepted by the Seller. The Seller’s previous terms of payment and delivery deviating from these shall be void. Insofar as nothing specific has been agreed upon, the statutory provisions apply in addition to these terms of payment and delivery. In the event that some of its clauses are or become legally invalid, this contract shall remain binding.
This English version of these terms of payment and delivery is a translation of the original German text and is provided for information purposes only.
The regulations of the UN Convention on the International Sale of Goods do not apply. German law and the German original of these terms of payment and delivery apply exclusively.