General Terms and Conditions

I. Scope of Application:

1. The General Terms and Conditions set out below apply to all business relationships of LTS GmbH, i.e. all agreements, contracts, supplies and services. These General Terms and Conditions shall also be deemed included and applicable in any future business relationships also if they are not expressly referred to again.
2. Any deviation from the present General Terms and Conditions shall only become a part of a contract if the deviation is incorporated in an express written individual agreement between LTS GmbH (referred to as «Supplier» below) and the purchaser. 3. Any general terms and conditions of the purchaser are expressly rejected. Such terms and conditions shall only be deemed agreed with the express prior written consent of the Supplier.

II. Subject Matter of Contract/Prices:

1. The content and scope of supplies and services shall be governed by the Supplier‘s written order confirmation.
2. The decisive nature of the written order confirmation shall also apply to any purchase orders placed with our sales agents and/or field representatives.
3. Any side agreement or amendment etc. shall be in writing to be effective.
4. All the technical data contained in our catalogues and other sales documents, lists or drawings and all weight and dimension specifications have been compiled with due care; we reserve the right to make subsequent corrections of any obvious errors.
5. The basis for price calculations are the price lists valid at the time of signing a contract or the object-specific prices specified in an offer, as applicable. All prices shall be understood exclusive of the statutory value added tax valid on the date of delivery.
6. All prices shall be understood ex works exclusive of the usual packaging.

III. Delivery Periods/Delay in Delivery:

1. Compliance with delivery periods is contingent upon timely receipt of any and all specifications, documents, necessary licenses and approvals to be provided by the purchaser, particularly any drawings, and adherence to the agreed terms of payment and other obligations on the part of the purchaser. If these prerequisites are not fulfilled in due time, the delivery periods shall be extended reasonably and proportionately unless the delay should be attributable to the Supplier.
2. Any fixed-date contracts (§ 376 HGB (1) - German Commercial Code) are subject to express written confirmation.
3. If non-compliance with delivery deadlines should be due to force majeure, e.g. mobilization, war, riot or similar events, e.g. strike, lock-out, etc., the deadlines shall be extended reasonably.
4. Such reasonable extension of delivery periods shall also apply in case of a delay occurring in supplies to the Supplier.
5. If the Supplier should fail to comply with the delivery date or period, the purchaser shall be obliged to set a reasonable and proportionate period of grace for delivery to the Supplier in writing. If the Supplier should fail to deliver at its own fault within the set period of grace, the purchaser shall be entitled to cancel the contract.
6. If non-compliance with a definitely agreed deadline should be the Supplier‘s fault, the purchaser shall be entitled to claim damages in the amount of 0.5% up to a maximum of 5% in total of the price of the supply or service affected by the delay for each full week of delay if the purchaser can substantiate that a loss has actually occurred. The limitation of liability shall not apply if and to the extent that intent or gross negligence is attributable to the Supplier or if the latter should be imperatively liable for loss of life, limb or health.
7. The purchaser is obliged to state on Supplier‘s request and within reasonable time whether it will cancel the contract for delay in delivery and/or demand damages in lieu of performance and/or insist on delivery.
8. If delivery, shipment or service should be postponed beyond the point of time agreed in the contract on purchaser‘s request, the Supplier shall be entitled to charge the purchaser a storage fee of 0.5% of the invoice amount for every month or part thereof, however, up to a maximum storage fee of 5% in total, beginning ten working days after notification of readiness for shipment at the earliest. The contractual parties are free to prove higher or lower storage costs.

IV. Delivery Conditions:

1. The Supplier shall be entitled to make partial deliveries to an acceptable extent.
2. Deviations with regard to dimensions, weight, technical design, manufacture and scope of the goods to be delivered shall be acceptable within the tolerance limits specific to the product and usual in trade.
3. Moreover, the purchaser approves any deviating modifications made for technical improvement of the goods.

V. Passage of Risk/Shipment:

1. Shipment will be made on behalf of the purchaser by a carrier at our option. Shipments with freight prepaid within Germany will be made free point of reception.
2. The Supplier is entitled but not obliged to take out separate insurance policies covering the risks of transport on behalf and at the expense of the purchaser.
3. The risk of loss - whether accidental or not - shall pass to the purchaser upon dispatch or transfer to the person performing shipment. This shall also apply in case the Supplier performs shipment itself or has it performed by other persons employed in performing its obligations.
4. Moreover, the risk shall pass to the purchaser as soon as the latter should get in default of acceptance after receiving the Supplier‘s notification of readiness for shipment.

VI. Terms of Payment:

1. The Supplier‘s invoices shall be payable within one month after the invoice date without any deduction. Payment shall be deemed effected as soon as the Supplier is able to dispose of the amount. If the purchaser should fail to pay within the period provided, i.e. within one month after the date of invoice, the purchaser shall be in default without a reminder being required.
2. If the date of receipt of the invoice or list of payments or receipt of this should be uncertain, payment shall be due 30 days after receipt of the delivery at the latest. Hence, the purchaser will be in default from the 31st day after receipt of the delivery at the latest.
3. For payment within 8 days from date of invoice, the Supplier grants a 2% cash discount. Deduction of such cash discount is additionally contingent upon the purchaser not being in arrears with other payments and the invoice amount being credited to the Supplier‘s account within the agreed period.
4. If the purchaser should get into default, the Supplier shall be entitled to claim interest on arrears at a rate of 8% p.a. above the current base lending rate pursuant to § 247 BGB (German Civil Code) provided the purchaser is not a consumer. The purchaser shall not be entitled to object this on the grounds that the Supplier did not suffer any loss of interest at all or only a minor one. This shall not affect the right to assert claims for other additional damages.
5. The Supplier shall not be obliged to accept any bills of exchange. These will only be accepted on a case-to-case basis in lieu of performance and subject to specific agreements. Payment shall not be deemed effected until the cheque or bill of exchange has been honoured. Any discount and acceptance charges for a bill of exchange shall be at the expense of the drawer of the bill on the due date of the claim and are payable in cash immediately.
6. Notwithstanding any payment conditions agreed separately on a case-to-case basis, any claims to which the Supplier may be entitled shall become due and payable immediately if any circumstances should occur about the person of the purchaser which make it unacceptable to continue with the payment terms agreed. This applies in particular if there are reasonable indications of a substantial deterioration of the financial standing of the purchaser, including but not limited to stoppage of payments, cheque or bill protest or delay in payment, if it becomes evident that the Supplier‘s claim to payment of the consideration is jeopardized by a lack of capacity of the purchaser. In these cases, the Supplier shall additionally be entitled to demand matching payments with deliveries or providing further securities. The Supplier shall furthermore be entitled to set a reasonable time-limit within which the purchaser has to match payment with delivery, providing either consideration or security at the Supplier‘s discretion. If this time-limit should elapse without success, the Supplier shall be entitled to cancel the contract.
7. The purchaser shall only be entitled to retain payments under the warranty for defects after justified assertion of the claim and to an extent which is reasonable and proportionate in view of the material defect found. Any other lien on the part of the purchaser shall be excluded. 8. The purchaser shall only be entitled to make any set-off against counter-claims that are either uncontested or established as final and absolute.

VII. Retention of Title

1. The goods delivered (goods subject to retention of title) shall remain the Supplier‘s property until any and all claims to which the Supplier may be entitled versus the purchaser from the business relationship are settled.
2. The purchaser must neither pledge nor transfer by way of security any goods as long as they are under retention of title. In case of an order of attachment, seizure or other dispositions or interventions of any third party, the purchaser shall notify the Supplier without delay.
3. The purchaser shall be entitled to resell the goods subject to retention of title in the course of ordinary business if the purchaser receives the compensation agreed or if prohibition of assignment is not agreed. The purchaser hereby and now assigns to the Supplier by way of security any claim to the purchase price to which purchaser may be entitled from resale. However, the purchaser shall continue to be entitled to collect the claims assigned by way of security unless and until this authorization should be revoked. The authorization may be revoked if the purchaser culpably fails or ceases to meet its contractual obligations. If the collection authorization should be revoked, the Supplier shall be entitled to notify the assignment effected. The purchaser shall be obliged to make the documents required for notification of the assignment and for collection available without delay.
4. If the purchaser should pledge the goods subject to retention of title to a third party or transfer them by way of security contrary to para. 2 and/or make them subject of a factoring and/or sale-lease-back scheme, this shall not be considered as a resale in the ordinary course of business.
5. In case of conversion and/or further processing of goods subject to retention of title, this shall be by order and on behalf of the Supplier as the manufacturer pursuant to §§ 950 ff. BGB. In this case, the Supplier shall have (joint) ownership in the goods produced by conversion and/or further processing of the goods subject to retention of title in proportion with the value of the goods subject to retention of title and the value of the new goods at the time of conversion and/or further processing. Moreover, the Supplier shall be entitled to proportional joint ownership of the new goods if goods of third parties are included in the processing of the goods subject to retention of title. If the purchaser should resell the new goods produced, the purchaser hereby and now assigns to the Supplier by way of security any claim to which purchaser may be entitled from resale in the amount of the value of the goods subject to retention of title.
6. In case of any damage or other deterioration of the goods subject to retention of title, the purchaser shall notify the Supplier without delay. The purchaser hereby and now assigns to the Supplier by way of security any claim against any third party to which purchaser may be entitled from the damage or deterioration.
7. Inasfar as the value of all liens to which the Supplier may be entitled should exceed the amount of all claims secured by more than 20 %, the Supplier will release a proportionate part of the liens on purchaser‘s request.
8. In case of a breach of duties on the part of the purchaser, including but not limited to default of payment, the Supplier shall be entitled to cancel the contract and take back the goods subject to retention of title. The purchaser is obliged to surrender them. The Supplier‘s taking back the goods subject to retention of title and/or assertion of the retention of title alone does not require Supplier‘s cancellation of contract and shall not be deemed as an implied notice of cancellation of contract unless the Supplier states expressly that these actions be considered as cancellation.

VIII. Receipt:

1. The purchaser shall designate in reasonable time before shipment of the goods one or more persons by name who are authorized with binding effect to receive the shipment and sign the delivery note. This shall apply particularly if the goods are to be shipped to a destination other than the purchaser‘s domicile.
2. If none of the persons designated and authorized by the purchaser should be present at the agreed place of delivery or not be ready to accept the goods on the agreed date of delivery, the purchaser shall be deemed in default, which implies that the risk passes to the purchaser. The purchaser shall also bear the additional costs incurred by another delivery attempt.
3. The purchaser shall not be entitled to refuse receipt of shipments for minor defects.

IX. Warranty:

1. An insignificant deviation from the agreed condition or insignificant impairment of serviceability shall not justify any claims for defects.
2. Moreover, claims for defects shall not be justified for wear and tear or any damage caused after passage of risk as a result of improper or negligent treatment, excessive strain, use of inappropriate materials, poor construction work, inadequate foundations or due to extraordinary outside effects which were not anticipated when concluding the contract.
3. If the purchaser or any third party should make any inappropriate modifications or repair work, these and any resulting consequences shall not justify any claims for defects.
4. The purchaser shall inspect the goods delivered for proper condition without delay and notify any obvious defects to the Supplier in writing within a period of ten days from receipt of goods. For hidden defects, this time-limit shall apply accordingly as soon as they are discovered.
5. In case of a justified complaint, i.e. if there are material defects, the cause of which had already existed at the point of time of passage of risk, the Supplier shall have the option of repair (rectification of defect) or replacement (subsequent delivery) at its discretion.
6. If the Supplier should opt for delivering an item free of defects by way of supplementary performance, the purchaser shall be obliged to surrender the defective item. The same shall apply accordingly for defective components if these are replaced by components free of defects in repair.
7. If the Supplier should be unable to perform repair or replacement or if the Supplier is entitled to refuse repair or replacement pursuant to § 439 para. (3) BGB or if repair or replacement is delayed for more than an acceptable period at the Supplier‘s fault or if two repair or replacement attempts should fail, the purchaser shall have the option to cancel the contract or demand an appropriate reduction of the purchase price at its discretion.
8. Any statutory rights of recourse of the purchaser against the Supplier shall only be effective insofar as the statutory requirements are fulfilled. Hence, a right of recourse does not exist if the purchaser has made any agreements with its customer beyond the scope of statutory claims for defects under a warranty or for goodwill.
9. Insofar as the statutory provisions on sale of consumer goods (§§ 474 ff. BGB) are not applicable particularly regarding the right of recourse (§§ 478 ff. BGB) for lack of a legal basis, a one-year warranty period shall apply. A warranty period of 12 months shall apply versus trades businesses, municipalities and industry. By contrast, any defects of items which are normally used for building structures and have caused their defectiveness are subject to the statutory five-year warranty period pursuant to § 438 para. 1 no. 2 BGB.
10. This shall not affect in any way the legal consequences of disregard of the commercial obligation to inspect the goods and notify a defect (pursuant to § 377 and § 378 HGB).
11. In all other respects, section X. shall govern any claims for damages. Any claims of the purchaser against the Supplier and the latter‘s vicarious agents for material defects beyond or other than those addressed in this section and section X. shall be excluded.
12. Our warranty for LED standard products is 5 years. This includes 50.000 hours lifetime within 5 year at L80 B20.

X. Return of Goods:

1. Returning of goods free of defects is subject to the Supplier‘s written consent. For this purpose, the Supplier will send a goods return voucher to the Purchaser. Goods returned shall exclusively be accepted subject to the conditions specified in the goods return voucher; these conditions are deemed to be accepted by the Purchaser by returning the goods. LED products are only taken back by the manufacturer within 90 days and in original sealed packaging. If goods are returned without a goods return voucher, the Supplier shall be entitled to refuse acceptance of the goods.
2. The Supplier charges a flat rate of 20% of the value of the goods for handling and processing expenses for goods returned. The purchaser shall bear any and all costs for transport, packaging, outer packaging and any repair, if applicable.

XI. Damages/Liability:

1. The purchaser shall not be entitled to any claims for damages regardless of the legal basis - including but not limited to breach of duties arising out of the contractual obligations and for tortious act - unless mandatory liability pursuant to the product liability legislation should be applicable, in cases of liability for intent or gross negligence, loss of life, limb or health or because of violation of essential contractual obligations.
2. However, claims for damages for violation of essential contractual obligations, if any, shall be limited to the foreseeable damage typical for the contract unless this limitation is inapplicable for another reason because of intent or gross negligence or as a consequence of loss of life, limb or health.
3. If the Supplier should be responsible for impossibility of performance, the purchaser‘s claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be put to the intended use because of the impossibility of performance unless intent or gross negligence is attributable to the Supplier or mandatory liability for loss of life, limb or health should take effect. The purchaser‘s right to cancel the contract shall remain unaffected.
4. If the purchaser‘s customer or the latter‘s customer should make a justified claim on the purchaser and demand supplementary performance, the purchaser shall enable the Supplier to proceed with supplementary performance itself within reasonable time before taking recourse to other sources. The purchaser shall impose this duty on its customer accordingly. If the purchaser should neglect this duty, the Supplier reserves the right to reduce reimbursement of expenses to the amount it would have incurred if it had completed supplementary performance itself. § 444 BGB shall remain unaffected.
5. Reimbursement of purchaser‘s expenses incurred for supplementary performance versus its own customer shall also be excluded if the purchaser did not assert its right to refuse this type of supplementary performance or both types of supplementary performance because of disproportionate costs, neglecting its duty to mitigate loss.
6. Any claims of the purchaser based on expenses necessary for supplementary performance - including but not limited to costs of transport, travel, labour and materials - shall be excluded to the extent the expenses have increased because the object delivered has later been relocated to a place other than the recipient‘s address specified by the purchaser unless this relocation is in accordance with its intended use. The same shall apply accordingly for the right of recourse.
7. Any claims for damages or reimbursement of expenses in connection with defects of goods shall be subject to the statutory periods of limitation valid for such claims (cf. IX. 8.).

XII. Adjustment of Contract:

If any unforeseeable events such as those mentioned in III. 3. or other circumstances such as those referred to in § 313 BGB should have a substantial impact on the economic significance or subject matter of the delivery or the Supplier‘s operations, the contract shall be adjusted reasonably and proportionately in accordance with the principle of equity and good faith. If this should be unreasonable in economic terms, the Supplier shall be entitled to cancel the contract. If the Supplier intends to exert this right of cancellation, it shall notify the purchaser without delay as soon as the significance of the event becomes known even if an extension of the delivery period had first been agreed with the purchaser.

XIII. Other Provisions:

1. The Supplier reserves the property and copyright regarding the use of quotations, drawings and other documents (referred to as “documents” below) without any restriction. Documents shall not be disclosed to any third party without the prior consent of the Supplier and must be returned immediately on request if the order is not placed with the Supplier. Phrases 1 and 2 shall apply accordingly for purchaser‘s documents, however, these may be disclosed to those third parties which have been appropriately commissioned with the deliveries by the Supplier.
2. The legal relationship under this contract shall be governed by material German law, excluding the application of the United Nations Convention on International Sale of Goods.
3. The Supplier‘s domicile shall be the exclusive legal venue for all disputes arising directly or indirectly out of the contractual relationship.
4. If any provision of these General Terms and Conditions or any clause contained in other agreements should be or become void, this shall not affect the validity of all other provisions or agreements.

Revision date: 14.07.2016

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LTS - Licht & Leuchten GmbH
Waldesch 24
88069 Tettnang | Germany
Fon +49 (0) 75 42-93 07 0
Fax Germany +49 (0) 75 42-93 07 147
Fax International +49 (0) 75 42-93 07 520

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