Terms and Conditions

Delivery and Payment Terms

I. Scope and General Provisions:

1. These delivery and payment terms apply to the entire business relationship with our customers. By placing an order, the customer acknowledges these terms. These terms also apply to all future business relationships, even if they are not explicitly agreed upon again.
2. We hereby expressly object to any confirmations from a customer referencing their own terms and conditions. The buyer’s purchase terms are only valid if expressly recognized by us in writing.
3. Our offers are non-binding. Oral or telephonic offers only become valid when confirmed in writing, even among merchants.
4. Brochures, promotional materials, catalogs, illustrations, price lists, etc., and the information contained therein are only binding if expressly designated in writing as binding. Minor changes in design, form, and execution, especially those resulting from technical advancements, deviations in color, and adjustments to the scope of delivery, are permissible as long as they are reasonable for the buyer.
5. A contract concluded under these terms remains binding in its other parts even if individual conditions are changed.
6. If the buyer is a merchant, their silence or unconditional acceptance of goods constitutes agreement.

II. Prices:

1. Prices are ex-works unless otherwise agreed. Packaging costs and the applicable VAT are charged separately.
2. Prices are valid for 4 months from the conclusion of the contract. If longer delivery periods are agreed upon, the price valid on the delivery date applies.
3. Repairs: Cost estimates are prepared at cost. If repairs are not carried out, the costs are borne by the client.

III. Payment:

1. The purchase price, ancillary service prices, and costs are payable within 30 days of the invoice date unless otherwise stated on the invoice. Discounts for specific payment terms are noted on the invoice. In case of delayed payment, default occurs automatically with the corresponding legal consequences.
2. HEDLER Systemlicht GmbH reserves the right to enter into payment agreements with customers where delivery depends on immediate payment or prepayment.
3. For payment methods such as COD, prepayment, and direct debit, we grant a 3% discount. For direct debit, shipping occurs after receipt of payment. New customers are supplied only via COD or prepayment.
4. Packaging is charged at cost. For orders over €750, delivery is free to the destination within Germany. For orders under €25, a small-order surcharge of €6 is applied. Deliveries abroad are ex-works and must be carried out at the buyer's expense.
5. In the event of late payment, we are entitled to charge interest on arrears according to statutory regulations (5% for consumers, 8% for merchants above the ECB base rate).
6. If installment payments are agreed upon, the entire remaining balance becomes due if the buyer defaults on an installment for 14 days without a special request or further reminder.
7. The buyer may only offset our claims if their counterclaims are undisputed or legally established. A right of retention can only be asserted insofar as it relates to claims from the purchase contract.

IV. Delivery:

1. Partial deliveries are permissible within a reasonable scope.
2. Unless otherwise agreed in writing, delivery times are non-binding.
3. If delivery is guaranteed in writing as a fixed delivery date, the delivery period begins with the dispatch of the order confirmation but not before clarification of all technical and commercial details. The same applies if the execution of the contract is interrupted due to circumstances attributable to the buyer.
4. Force majeure, strikes, and circumstances beyond our control, including those of our suppliers, extend the delivery period for the duration of the disruption.
5. The buyer may demand delivery in writing within three weeks after exceeding a delivery deadline. We are in default if delivery does not occur within this period. Damages for delay are limited to 7.5% of the purchase price. For merchants, claims for damages are limited to cases of intent or gross negligence.
6. Delivery deadlines are met if the delivery item has left the factory or readiness for dispatch has been communicated before the deadline.

V. Transfer of Risk:
Risk transfers to the buyer as soon as the goods leave our premises or are handed over to the carrier. If shipment is delayed for reasons beyond our control, risk transfers upon notification of shipping readiness. At the buyer's request, transportation insurance against shipping damage will be excluded; this requires prior written agreement.

VI. Warranty / Liability:

1. We warrant specified properties and defect-free goods. The warranty period is 3 years from the sale date to the end consumer but no longer than 39 months from our invoice date.
2. Defects must be reported in writing within 8 days; otherwise, we may reject liability. For obvious defects, complaints must be made within one week.
3. In the event of justified complaints, we will either rectify the defect or replace the goods free of charge at our discretion.
4. As long as we fulfill our obligations to remedy defects, the buyer has no right to demand price reductions or contract cancellation unless rectification fails.
5. If rectification or replacement fails, the buyer may demand a price reduction or rescind the contract.
6. Further claims, especially for damages not directly affecting the delivered item, are excluded unless based on intent or gross negligence.

VII. Retention of Title:

1. All delivered goods remain our property until full payment is received.
2. The buyer may resell the reserved goods in the course of business, provided they retain title. Claims arising from resale are assigned to us in advance.
3. Resale authorization may be revoked if the buyer defaults on payment.
4. The buyer may not encumber the goods without our consent.
5. If third parties seize the goods, the buyer must notify us immediately and inform the third party of our retention of title.

VIII. Export Documentation:
For export, buyers must provide documents meeting German VAT requirements. Failure to do so within 30 days requires the buyer to pay VAT.

IX. Data Protection:

1. We process and store customer data per applicable data protection laws.
2. No personal customer data is shared with third parties unless required for contract fulfillment.
3. Customers can request information, blocking, or deletion of their data.

X. Place of Fulfillment; Jurisdiction, Applicable Law, and Validity:

1. Place of fulfillment is the supplier's location.
2. Exclusive jurisdiction for disputes is Limburg an der Lahn if the buyer is a merchant or similar entity.
3. German law applies exclusively.
4. If any provision is invalid, the remainder of the terms remains binding. Invalid provisions will be replaced with terms achieving the intended economic purpose.

Note on the Language of the Terms and Conditions
In case of disputes or discrepancies regarding the content or interpretation of these Terms and Conditions, the German version shall prevail. The English translation is provided for informational purposes only.