Our General Terms and Conditions of Sale and Delivery

I. Scope
The following General Terms and Conditions apply to all sales and deliveries of LEDmaxx GmbH (hereinafter referred to as "Supplier"). The General Terms and Conditions of the Supplier apply exclusively. If the General Terms and Conditions do not contain any provisions, the law applies. Deviating General Terms and Conditions or additional conditions of the contractual partner are rejected. Deviating General Terms and Conditions or additional conditions of the contractual partner only apply if expressly confirmed in writing by the Supplier. Conflicting terms and conditions do not become part of the contract. The General Terms and Conditions of the Supplier also apply if the Supplier's deliveries are made with knowledge of conflicting or additional conditions of the contractual partner without reservation.
The following General Terms and Conditions of the Supplier only apply to companies, legal entities under public law, or special funds under public law within the meaning of § 310 paragraph 1 BGB.
The following General Terms and Conditions of the Supplier also apply to future transactions with the contractual partner.

II. Conclusion of Contract, Contract Content
The Supplier's offers are non-binding.
The scope and content, in particular the characteristics, of the contractual products owed are solely determined by the Supplier's contract documents.
After the conclusion of the contract, the Supplier reserves the right to make the following changes to the contractual products: product changes as part of continuous product development and improvement; minor and insignificant color, shape, design, dimension, weight, or quantity deviations; commercially standard deviations.

III. Prices, Payment Terms
If a payment is deferred, the Supplier is entitled to claim interest corresponding to the statutory default interest rate for the deferral period.
The contractual partner of the Supplier may only offset open invoice amounts with undisputed, acknowledged by the Supplier, or legally established counterclaims against the Supplier. In the event of defects in delivery, the customer’s rights under Section VII remain unaffected. The contractual partner is only entitled to exercise a right of retention if the counterclaim is based on the same contractual relationship.
A minimum order value of €300 net applies to each order. Orders below this amount will not be processed.

IV. Delivery Time, Unforeseeable Delivery Obstacles, Delivery Delay
The delivery times specified are only binding deadlines if they are expressly agreed upon as such.
Compliance with delivery obligations, especially deadlines, presupposes the timely and proper fulfillment of any cooperation obligations by the contractual partner. The right to plead non-performance remains reserved for the Supplier.
The compliance with the delivery period is determined by the time at which the delivery leaves the Supplier's premises.
Delivery delays for which the Supplier is not responsible:
a) Delivery delays due to the following obstacles are not the responsibility of the Supplier – unless a guarantee of specific performance or a warranty has been assumed specifically regarding the adherence to deadlines: circumstances of force majeure and delivery obstacles that occur after the contract is concluded or become known to the Supplier only after the contract is concluded, provided that the Supplier can demonstrate that these could not have been foreseen or prevented by reasonable care and diligence and that the Supplier is not at fault for the assumption, prevention, or avoidance of these obstacles. Such obstacles include, in particular, justified labor disputes (strikes, lockouts, etc.); operational disruptions; shortages of raw materials; failure of operating and auxiliary materials. The same applies if these obstacles occur at the Supplier's suppliers or their subcontractors.
b) Claims for damages by the contractual partner are excluded in the case of delivery delays in the sense of Point IV.4a, which are not the fault of the Supplier and have not been caused by the Supplier.
c) In the case of a final delivery obstacle as described in Point IV.4a, either party is entitled to terminate the contract immediately by withdrawal in accordance with the statutory provisions.
d) In the case of a temporary delivery obstacle as described in Point IV.4a, the Supplier is entitled to postpone deliveries for the duration of the impediment, plus a reasonable start-up period. If the Supplier can demonstrate unreasonable difficulty in delivery to the contractual partner, the Supplier is entitled to withdraw from the contract. The contractual partner is only entitled to withdraw if the conditions outlined in Point IV.6 are met.
Delivery delays for which the Supplier is responsible:
The Supplier is liable for delivery delays for which it is responsible according to the statutory provisions, subject to the provisions under Point IX of these General Terms and Conditions.
Right of withdrawal of the contractual partner in the event of delivery delay:
If the Supplier can demonstrate that the delivery delay is not its fault, the contractual partner is only entitled to withdraw if the contractual partner has tied the continued existence of its interest in performance to the timely delivery (fixed transaction) or can demonstrate that its interest in performance has lapsed or that maintaining the contractual relationship is unreasonable due to the delivery delay. Otherwise, Section 323 (4)-(6) BGB applies. The statutory provisions (§§ 326 BGB, 346 ff. BGB) govern the legal consequences of withdrawal; services not owed by the contractual partner may be reclaimed by the contractual partner.
Partial deliveries:
The Supplier is entitled to make partial deliveries to the contractual partner.

V. Delivery, Transfer of Risk, Breach of Duty to Cooperate
Except for Euro pallets, the Supplier does not generally take back packaging. The contractual partner is obliged to dispose of the packaging at its own expense.
The risk of accidental loss or deterioration of the goods passes to the contractual partner as soon as the goods are handed over to the person or institution designated to carry out or deliver them, at the latest when they leave the Supplier's premises.
If the contractual partner culpably breaches its duty to cooperate, particularly the duty to accept the Supplier's deliveries, the Supplier is entitled to demand compensation for the damage incurred by the Supplier, including any additional expenses. Further claims remain reserved.

VI. Retention of Title
The Supplier retains ownership of the delivered goods (goods subject to retention of title) until all payments from the business relationship with the contractual partner have been received. The retention of title also extends to the recognized balance, insofar as the Supplier posts claims against the contractual partner in the current account (current account reservation). In the event of the contractual partner's breach of contract, particularly in the event of default in payment, the Supplier is entitled to take back the goods subject to retention of title. Taking back the goods subject to retention of title by the Supplier constitutes withdrawal from the contract. The Supplier is entitled to dispose of the goods subject to retention of title after taking them back; the proceeds from the sale shall be credited against the contractual partner's liabilities – minus reasonable selling costs.
The contractual partner is entitled to resell the goods subject to retention of title in the ordinary course of business; however, it hereby assigns to the Supplier all claims arising from the resale against its customers or third parties in the amount of the final invoice amount (including VAT) of the Supplier's claims, irrespective of whether the goods subject to retention of title were resold without or after processing. The contractual partner remains authorized to collect these claims even after the assignment. The Supplier's authority to collect the claims itself remains unaffected; however, the Supplier undertakes not to collect the claims as long as the contractual partner meets its payment obligations from the collected proceeds, does not default on payment, and no application for the opening of insolvency proceedings has been filed or there is no suspension of payments. If this is the case, the Supplier may demand that the contractual partner disclose the assigned claims and their debtors, provide all the necessary information for collection, hand over the related documents, and inform the debtors (third parties) of the assignment.
If the value of the securities exceeds the Supplier's claims by more than 10%, the Supplier is obligated to release securities of the Supplier's choice at the request of the contractual partner.

VII. Description of Services, Warranty
The characteristics specified in the Supplier's service descriptions comprehensively and conclusively define the properties of the Supplier's deliveries. The descriptions of the deliveries are, unless expressly stated otherwise, the subject of quality agreements and not guarantees or assurances. Statements by the Supplier in connection with this contract do not contain any guarantees or assurances that could lead to stricter liability or a special obligation to assume responsibility. In case of doubt, only explicit written statements by the Supplier concerning the provision of guarantees and assurances are authoritative.
The contractual partner's warranty claims do not apply in the case of minor deviations from the agreed quality.
The warranty rights of the contractual partner, provided the transaction is a commercial transaction for both parties, require that the contractual partner has fulfilled its inspection and notification obligations in accordance with § 377 HGB. After a notice of defect, the Supplier will immediately inform the contractual partner whether the defective delivery or parts thereof are to be returned to the Supplier or whether it should wait for the Supplier to collect the defective delivery or inspect it on-site. If the Supplier requires a return, the contractual partner must use the same shipping method that the Supplier used for the shipment.
If a defect exists, the Supplier is entitled, at its discretion, to remedy the defect by means of repair or replacement with a new, defect-free item. If one or both types of subsequent performance are impossible or disproportionate, the Supplier is entitled to refuse them. The Supplier may also refuse subsequent performance as long as the contractual partner has not fulfilled its payment obligations to the Supplier to an extent corresponding to the defect-free part of the performance provided. Replaced parts become the property of the Supplier.
If subsequent performance is impossible or fails, if there is culpable or unreasonable delay, or if the Supplier seriously and finally refuses subsequent performance or if subsequent performance is unreasonable, the contractual partner is entitled to reduce the purchase price or withdraw from the contract.
If the contractual terms do not contain or deviate from regulations on the prerequisites and consequences of subsequent performance, reduction, and withdrawal, the statutory provisions on these rights apply.
The contractual partner's claims for damages and reimbursement of expenses under warranty for defects are governed by statutory provisions in conjunction with the liability limitations in Section VIII.

VIII. Other Claims, Liability
Unless otherwise provided in these Terms and Conditions, including the following provisions, the Supplier is liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
The Supplier is liable for damages – regardless of the legal basis – without limitation in cases of intent, fraudulent concealment of defects, gross negligence, injury to life, body, or health, and where the Supplier has assumed a guarantee for the quality of the goods.
In the case of simple negligence, the Supplier is also liable only for damages arising from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely), whereby in this case the liability of the Supplier is limited to compensation for the foreseeable, typically occurring damage.
The liability limitations arising from Section VIII.2 do not apply to claims under the Product Liability Act.
To the extent that the Supplier's liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, legal representatives, and vicarious agents.

IX. Liability for Ancillary Obligations
If, due to fault on the part of the Supplier, its legal representatives, or its vicarious agents, the delivered item cannot be used by the contractual partner as stipulated in the contract as a result of omitted or faulty execution of suggestions and consultations made before or after the conclusion of the contract or due to other contractual ancillary obligations (in particular, instructions for the operation and maintenance of the delivery item), the following provisions shall apply to the exclusion of further claims by the contractual partner.

X. Right of Withdrawal by the Contractual Partner
If the regulations of these General Terms and Conditions or statutory regulations grant the contractual partner a right of withdrawal from the contract, the contractual partner must declare, within a reasonable period, at the Supplier's request, whether it will withdraw from the contract or insist on delivery.

XI. Statute of Limitations
Contrary to § 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from the date of delivery. If acceptance has been agreed, the limitation period begins with acceptance.
Statutory special regulations remain unaffected for third-party claims for restitution of property (§ 438 (1) No. 1 BGB), in cases of fraud by the seller (§ 438 (3) BGB), and for claims in supplier recourse in the case of final delivery to a consumer (§ 479 BGB).
The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the contractual partner that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would result in a shorter limitation period in individual cases. The limitation periods under the Product Liability Act remain unaffected in any case. Otherwise, the statutory limitation periods apply exclusively to claims for damages by the contractual partner in accordance with Section VIII.2.
XII. Assignment of Claims by the Contractual Partner
Claims against the Supplier in relation to the deliveries to be provided by the Supplier may only be assigned by the contractual partner with the prior written consent of the Supplier.

XIII. Protection of Intellectual Property
All content on the Supplier's website, including but not limited to texts, images, graphics, and logos, is protected by copyright.
The use of this content by the contractual partner or its customers requires the express written permission of the Supplier. Any unauthorized use, reproduction, or distribution of this content is prohibited and will result in legal consequences.
The Supplier reserves the right to take legal action and seek damages without prior notice in the event of violations of copyright or unauthorized use.

XIV. Return of Goods
General Principle: Returns of goods are generally excluded unless otherwise agreed in writing. This also applies to goods that are free of defects.
Return Procedure (RMA): If a return is exceptionally authorized, the buyer must obtain a return authorization (RMA number) from the Supplier in advance. Returns without a valid RMA number will not be accepted.
Condition of Goods: Returns must be in their original packaging, undamaged, and in resalable condition. The Supplier reserves the right to refuse returns or charge a restocking fee.
Costs: The buyer bears the cost of returning the goods, unless the return is due to an error by the Supplier.
Return Address: Please note that the address for goods returns is different from the postal address. Goods should only be sent to the following warehouse address: LEDmaxx GmbH; Retourenzentrum; Karl-Seifert-Str. 1-5; 91097 Oberreichenbach; Germany.
Credit: After successful inspection of the returned goods, a credit will be issued for the original purchase price minus any applicable fees.

XV. Final Provisions
Unless otherwise agreed, the place of performance is exclusively the Supplier's registered office.
If the contractual partner is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship – including bills of exchange and checks – is the Supplier's registered office or, at the Supplier's discretion, the seat of the contractual partner. This jurisdiction agreement also applies to contractual partners abroad.
All rights and obligations arising from and in connection with the contractual relationship are governed exclusively by the law of the Federal Republic of Germany, to the exclusion of conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG: United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980).
If any provision of these General Terms and Conditions or any provision within the framework of other agreements between the Supplier and the contractual partner should be or become invalid, the validity of all other provisions or agreements shall not be affected. In place of the invalid provision, a provision shall be deemed agreed that comes as close as possible to the original intent of the parties within the framework of what is legally possible regarding place, time, scope, and effect.

Effective: Summer 2024

LEDmaxx GmbH
Authorized Representative: Managing Director Veronica Ceban
Register Court: Würzburg District Court
Register Number: HRB 13677
VAT ID: DE305859349
WEEE-Reg. No.: DE 18624324