Scope of Application

1.1. These General Terms and Conditions of Sale (GTC) apply to all deliveries and services between LUMITRONIX® LED-Technik GmbH (hereinafter "LUMITRONIX") and its customers, which are concluded outside the online shop at www.leds.de.

1.2. For orders from consumers or orders placed in LUMITRONIX's online shop, the published GTC there apply.

1.3. Conflicting or deviating conditions of the customer will not be recognized unless LUMITRONIX expressly agrees to their validity in writing.

Conclusion of Contract

2.1. Offers from LUMITRONIX are non-binding and subject to change unless explicitly marked as binding.

2.2. A purchase contract is only concluded with written order confirmation by LUMITRONIX or delivery.

2.3. Amendments or additions to the contract require written form.

Services Provided by LUMITRONIX

3.1. LUMITRONIX provides services in accordance with the contractually agreed specifications. Documents such as drawings, illustrations, or technical data, including dimensions and weights, are only approximately decisive unless LUMITRONIX has designated them as binding in writing. The same applies to information on the use of LUMITRONIX products.

3.2. LUMITRONIX reserves the right to make minor changes to products or replace individual components, provided this is necessary for technical reasons, to increase production efficiency, or due to material availability, and the agreed-upon condition is not affected.

Customer's Duty to Cooperate

4.1. During development phases, both parties commit to working closely and constructively together to achieve the common goal of successfully completing the development. Development is understood as a joint process that requires active and solution-oriented cooperation from both sides. In the event of problems or challenges, both parties will promptly enter into dialogue to jointly develop suitable solutions. Each party undertakes to act in good faith and in the interest of successful cooperation.

4.2. The customer is obliged to perform all necessary cooperation actions required for contract execution in a timely and complete manner. The usual response time for both parties is two working days.

4.3. Approvals by the customer are deemed granted if no justified objection with specifically named deviations from the desired condition is made within five working days after receipt of the workpiece, drawing, or document to be approved. The customer will provide evidence of the deviation upon LUMITRONIX's request.

4.4. If the customer defaults in providing a partial service or an agreed cooperation obligation, thereby significantly hindering or making it impossible for LUMITRONIX to carry out the order, LUMITRONIX is entitled, after an unsuccessful setting of a reasonable deadline, to withdraw from the contract or suspend its own contractual services. Further rights, especially the right to damages, remain unaffected.

Delivery Conditions

5.1. Delivery times, including those referred to as "confirmed," may be based on experience and estimates or preliminary information from suppliers and are generally non-binding indications. Delivery dates and deadlines are only binding if explicitly designated as such by LUMITRONIX and are subject to timely self-supply. LUMITRONIX reserves the right to sell stock goods in the interim.

5.2. Delivery deadlines apply subject to sufficient creditworthiness according to clauses 6.2. and 6.3. and require that all documents, necessary approvals, and releases to be provided by the customer, especially plans, are received by LUMITRONIX in a timely manner. If these requirements are not fulfilled in time, LUMITRONIX may adjust the delivery deadlines by the duration in which the requirements remain unmet, unless the delay is attributable to LUMITRONIX.

5.3. If the delivery of goods fails for reasons attributable to the customer, the customer bears the resulting costs.

5.4. Partial deliveries are permissible as long as they are reasonable for the customer. Over- and under-deliveries are permissible up to 5% of the agreed quantity.

5.5. LUMITRONIX is entitled to deliver delivery lots from the customer's desired delivery date or the confirmed delivery date of the order confirmation without further notice.

5.6. LUMITRONIX is entitled to deliver all remaining quantities from framework agreements at the end of the framework agreement term without further notice.

5.7. LUMITRONIX reserves the right to withdraw from the contract or deliver later in the event of incorrect or improper self-supply, provided LUMITRONIX is not responsible for this non-delivery and has concluded a specific coverage agreement with the supplier with due care. In the event of unavailability or partial availability of the goods, the customer will be informed immediately, and any already provided consideration will be refunded.

Prices and Payment Terms

6.1. Prices are net ex works plus statutory VAT.

6.2. The payment terms are set forth in the written order confirmation created by LUMITRONIX and are subject to the customer's sufficient creditworthiness. Sufficient creditworthiness requires that at the time of the respective service by LUMITRONIX, the customer is not in payment default in all transactions, no insolvency, liquidation, or comparable proceedings have been filed or initiated against their assets, the customer has not unilaterally withdrawn from the contract or expressed in any other way that they do not intend to fulfill the business, and furthermore, a complete coverage commitment from a trade credit insurance is in place. The coverage commitment must cover all prepayments that LUMITRONIX has already received or will bindingly receive in connection with the respective business. These prepayments include, in particular (but not exclusively), deliveries, orders with suppliers, the acquisition of necessary machines and tools, the establishment of inventory stocks of raw materials and semi-finished products, and all measures required for the timely and efficient realization of agreed services.

6.3. LUMITRONIX continuously obtains business references and creditworthiness signals from usual economic and credit agencies; sufficient creditworthiness exists only if these reports do not show negative features or a scoring that recommends a full or partial rejection of an adequate credit limit.

6.4. Should the trade credit insurance or the credit agency reject, reduce, or cancel their coverage commitment or credit limit, or if the customer becomes more than 14 calendar days in payment default, the customer is obliged to make all future payments in advance; moreover, in such a case, LUMITRONIX is entitled to limit existing credit limits – including those arising from the aforementioned prepayments – to the amount of the actually existing coverage commitment. This regulation applies equally to partial deliveries, individual delivery or production lots of ongoing projects, and call-off orders.

6.5. LUMITRONIX is entitled to adjust sale prices if procurement costs, exchange rates, customs tariffs, inflation, freight, and purchase prices change by more than five percent (5%) between the offer and order or between the order and delivery.

6.6. In the event of payment default, LUMITRONIX is entitled to charge default interest at the statutory rate.

6.7. If the customer is in default of acceptance, the payment due dates according to the delivery schedule apply, even if production or delivery has not yet taken place.

6.8. LUMITRONIX is entitled to offset due claims against the customer's claims.

6.9. Goodwill services or other voluntary actions by LUMITRONIX, such as accepting orders, delivering goods, or providing services, even if the customer is in payment default or does not meet the creditworthiness requirements according to clauses 6.2. and 6.3., do not constitute an acknowledgment of the customer's creditworthiness nor a waiver of existing rights. In particular, such actions do not constitute a waiver of the right to demand payment in advance or to take other measures according to clause 6.4.

Retention of Title

7.1. Ownership of the delivered goods (retention goods) remains with LUMITRONIX until full payment of all outstanding claims by LUMITRONIX against the customer. The customer is not entitled to pledge, transfer ownership as security, process, or modify the retention goods before the transfer of ownership.

7.2. The customer may resell the retention goods within the scope of proper business operations. In doing so, the customer assigns all resulting claims against their buyers up to the amount of the owed sums to LUMITRONIX to secure the payment claims of LUMITRONIX. LUMITRONIX accepts this assignment.

7.3. If the customer defaults in one or more payments in whole or in part, ceases payments, or an insolvency proceeding over their assets is filed, the customer is no longer entitled to dispose of the retention goods. In such a case, LUMITRONIX is entitled to withdraw from the contract without prior notice.

7.4. Regardless of withdrawal, LUMITRONIX is entitled to demand the return of the retention goods or to revoke the customer's authority to collect claims resulting from the resale.

7.5. Unless otherwise agreed, tools manufactured by LUMITRONIX or on its behalf remain the property of LUMITRONIX. This also applies if the customer has been invoiced for the tools in whole or in part.

Warranty and Liability

8.1. Warranty claims by the customer require that the customer has fulfilled the inspection and complaint obligations owed under § 377 HGB. The customer is obliged to inspect the delivery immediately and no later than one week after receipt for any defects. If defects are found, LUMITRONIX must be informed in writing by registered mail within 14 days after delivery of the goods or (partial) service, and the complaints about defects must be asserted within this period.

8.2. Claims for defects expire twelve (12) months after delivery of the goods supplied by LUMITRONIX.

8.3. If the customer has granted approval of products, development steps, or first samples, complaints about defects that the customer could have detected with due diligence during acceptance are excluded.

8.4. No defect exists in cases of:

• Color deviations within the specifications mentioned in the data sheet.

• Age-related degradation and color shifts within the usual range.

• Minor deviations that do not impair functionality.

• Defects that only insignificantly reduce value or suitability.

8.5. For material defects caused by unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, usual wear and tear, incorrect dimensioning (provided the development of the parts was not with LUMITRONIX), faulty or improper handling, LUMITRONIX does not provide a warranty. The same applies to the consequences of improper and unauthorized modifications or repair work carried out by the customer or third parties without LUMITRONIX's consent.

8.6. LUMITRONIX is entitled to have the reported defect verified. Defective goods must be returned to LUMITRONIX in sufficient quantity for assessment upon request; LUMITRONIX will bear the transport costs if the complaint about defects is justified. If necessary, the customer will actively participate in the investigations and, if required, provide special testing facilities and possibilities free of charge. The contractual partners will communicate the results to each other. If the customer does not comply with these obligations or makes changes to the already complained-about goods without LUMITRONIX's consent, they lose their material defect claims.

8.7. In the case of justified complaints about defects, LUMITRONIX will, at its own discretion, provide rectification or replacement delivery. Claims for withdrawal and price reduction are excluded.

8.8. LUMITRONIX's liability for damages due to slight negligence is limited to the maximum amounts below, unless a deviating regulation has been agreed:

• For an order sum up to 50,000 euros: 5% of the order sum, but no more than 2,500 euros.

• For an order sum over 50,000 euros: 5% of the order sum, but no more than 12,500 euros.

8.9. Liability for consequential damages, particularly lost profits, is excluded even in cases of gross negligence, unless expressly agreed otherwise in individual cases.

8.10. The contractual parties are not liable to each other for delayed or failed fulfillment of their obligations (except for the settlement of remuneration claims) due to circumstances beyond the reasonable control of the respective party. If such a delay or failure continues for more than 30 days, the other contractual party may terminate the corresponding order in whole or in part by written notice to the party in default. Examples of such circumstances include, in particular, war, rebellion, terrorist attacks, official measures, natural disasters, epidemics/pandemics, material shortages, unforeseeable transport or production problems, exchange rate fluctuations, strikes, and delays from suppliers or subcontractors due to such events.

Confidentiality and Rights to Work Results

9.1. Both parties commit to treating all information received within the framework of the contract confidentially.

9.2. LUMITRONIX is entitled to process the customer's personal data within the framework of legal provisions.

9.3. LUMITRONIX commits to treating planning activities and all associated information confidentially during the contract term and thereafter, provided and as long as the customer has a legitimate interest in confidentiality. After the completion of the order, LUMITRONIX is entitled to use the contractual services, in whole or in part, for reference or advertising purposes unless expressly agreed otherwise.

9.4. LUMITRONIX has the right to use the work results and may use them in other projects.

9.5. LUMITRONIX may register protective rights for self-obtained results.

Jurisdiction and Place of Fulfillment

10.1. The place of fulfillment for all obligations arising from the contractual relationship is Hechingen.

10.2. The place of jurisdiction for all disputes arising from this contract is Hechingen, provided the customer is a merchant, a legal entity under public law, or a special fund under public law.

10.3. The law of the Federal Republic of Germany applies, excluding the UN Sales Convention.

Final Provisions

11.1. Should individual provisions of these GTC be or become ineffective, the validity of the remaining provisions remains unaffected.

11.2. Amendments or additions to these GTC require written form.

11.3. The GTC are posted online at lumitronix.com/agb. A reference to the GTC link is considered sufficient notice.

11.4. These GTC automatically apply to all previous and subsequent transactions between LUMITRONIX and the customer unless expressly agreed otherwise.

These General Terms and Conditions have been automatically translated from German.