2. PRICING AND PACKING

(1) The applicable rates are to be found in the price lists provided by SOLO Lighting GmbH on the day of delivery, unless a fixed price was expressly agreed upon. The prices are net prices excluding VAT and discounts. The fixed prices are valid for four months following the conclusion of the contract. If delays in delivery times occur or the buyer receives a late delivery and changes of material, energy, labor and other general cost prices have been incurred, the universal selling prices will remain the same at that time as well.

(2) All prices are from the factory of the manufacturer or warehouse of SOLO Lighting GmbH. Packing material are priced at cost and not refundable.

(3) As far as Franco-deliveries are concerned, all prices are in euro per sales unit plus VAT, before unloading, Franco warehouse or building site passable mainland Germany. Less than (5) will be charged the” small quantities” freight fee. The applicable charges are located in the current price lists.

(4) The buyer must cover all extra fees, freight and customs duties payable in accordance with the ruling discount free and in advance on the date the contract price is made. After conclusion of the contract any entering changes in costs for handling, freight and customs go in favor or to the detriment of the buyer.

4. DELIVERY

(1) The specified delivery and performance deadlines are met by SOLO Lighting GmbH whenever possible. All dates are, however, always only approximate.

(2) The delivery periods begin with the date of our order confirmation. They consider notification of dispatch as being complied with, if the dispatch does not arrive apart from the control of the SOLO Lighting GmbH does not have liability. For collection, the delivery periods and dates refer to the time for which SOLO Lighting GmbH has reported the goods ready for delivery. The agreed delivery dates and deadlines are extended - without prejudice to the rights of the SOLO Lighting GmbH out of the default of the buyer - by the period by which the buyer is from this or any other completion in delay. Delivery remains a requirement.

(3) With the delivery, SOLO Lighting GmbH simultaneously provides the buyer the invoice for the goods / services. The buyer is obliged to admonish within 8 days after delivery by SOLO Lighting GmbH. If not completed within stated time frame, no deductions for any discounts or any further reductions in payment can be made.

(4) SOLO Lighting GmbH in default must allow the buyer an appropriate extension of at least 30 days. After expiry of the grace period he can withdraw from the contract, unless the goods are reported ready by the deadline.

(5) In the event of war, strike, lockout, raw material or energy shortage, operational and traffic disruptions, orders of higher authority as well as all other cases of force majeure, regardless of whether they originated in the SOLO Lighting GmbH, its suppliers, transporters and SOLO Lighting GmbH are not responsible for and thereby impair the performance commercially or impossible, the delivery period of SOLO Lighting GmbH extended by the period of the delay plus a reasonable start-up time. SOLO Lighting GmbH will notify the buyer immediately of any such delays. If due to the delivery circumstances or performance being impossible or unreasonable for SOLO Lighting GmbH, they shall be entitled to completely or partially withdraw from the contract, without the purchaser being entitled to a claim for damages.

6. EXAMINATION FOR DEFICIENCIES AND WARRANTIES

(1) Promptly after receipt of the goods, and at the latest before installation or processing, the buyer must examine these and report any defects to SOLO Lighting GmbH in writing. The duty of the buyer extends to the entire delivery. If the deficiency is not challenged in due time, the delivery is deemed executed according to the contract. The same is true for the delivery of wrong items and quantity variances; see Paragraph 1 (4).

(2) The buyer bears the burden of proving that the goods were already defective at the passing of risk. This is particularly true if the buyer does not complain of any defects immediately after receipt of goods.

(3) Guarantees or the assumption of a procurement risk must be expressly agreed as such. The buyer can only expect to the agreed quality, if they have been expressly agreed between the parties regarding properties that are expected from the public statements of SOLO Lighting GmbH or its agents, particularly in advertising or labeling of certain qualities of the goods. Agreements of the type mentioned above are effective only in writing.

(4) Minor defects, particularly low color and structural differences and minor variations in dimensions and built-in components of the products delivered do not apply to the complaint.

(5) In the case of defect, SOLO Lighting GmbH is entitled to deliver a choice of either a free replacement or rework. Should the replacement or the repair fail twice, the buyer is entitled to reduce the purchase price or rescind the contract. The buyer in the event that he withdraws from the contract, is to pay for deterioration or loss of the goods by SOLO Lighting GmbH. Compensation of the deterioration or destruction is the responsibility of the buyer of SOLO Lighting GmbH. With regard to the assertion of claims for damages due to defects of the disclaimers and limitations of liability in Paragraph 7 reference is made to the legal regulation subject.

(6) The proper storage and handling of the delivered goods is a prerequisite for preserving the warranty claims of the buyer. SOLO Lighting GmbH retains the opportunity to inspect the rejected goods. Should the rejected goods not be made immediately available to SOLO Lighting GmbH upon request, all warranty claims become void.

(7) If the delivered goods have been used in accordance with their usual purpose for a building and thereby has caused its defectiveness, the warranty period is twelve months from the date of delivery of the goods. In the remaining cases, the warranty period is one year from the date of delivery of the goods. If a defect has been fraudulently concealed, the statutory warranty period applies.

(8) Transport damage must be reported to the carrier, in respect to the notification requirements of the General German Forwarding Conditions (ADSp).

8. RETENTION OF TITLE

(1) The SOLO Lighting GmbH reserves the right to all goods delivered by the property until the buyer has compensated for all claims, including future claims from the business relationship. If deliveries are executed on a current account, the retention of title serves as a backup in the balance.

(2) The purchaser is entitled to resell the purchased goods in the ordinary course of business procedure. All claims arising from the resale of goods that are subject to retention of title (hereinafter: the "conditional goods"), including all current account balance claims the buyer shall here and now be fully associated with the SOLO Lighting GmbH. By way of derogation demands of the buyer from the resale of reserved goods are ceded together with other goods, for a total price pro rata amount of the invoice value of the goods to the SOLO Lighting GmbH. Likewise, claims for compensation against insurance companies or third parties shall be assigned because of damage or misplacement of the goods to the SOLO Lighting GmbH.

(3) The joining, alteration, installation or other utilization of the conditional goods is done for SOLO Lighting GmbH, but without any obligation for you. If the goods are processed with someone else's property goods, combined or mixed, SOLO Lighting GmbH is entitled to joint ownership of the new goods or the mixed stock at a ratio of the invoice value of the conditional goods to the invoice value of the other goods used. Should the ownership of SOLO Lighting GmbH conditional goods be bound to some other good via combining or mixing, it is hereby agreed that upon merger the resulting ownership or co-ownership of the buyer of the uniform thing or the uniform inventory will pay the invoice value of the goods corresponding share to SOLO Lighting GmbH. The buyer keeps matters to which SOLO Lighting GmbH is entitled to co-ownership, free of charge for the SOLO Lighting GmbH. Goods which SOLO Lighting GmbH is entitled to through a previously designated ownership, are considered conditional goods within the meaning of this paragraph 8.

(4) SOLO Lighting GmbH irrevocably authorizes the purchaser assigned claims on his behalf in his own name. This authorization may only be revoked if the buyer does not meet its payment obligations.

(5) If the realizable value of the SOLO Lighting GmbH collateral of the secured claim is more than 20%, SOLO Lighting GmbH is committed to the buyer's request to release securities at his discretion.

(6) According to behavior of the buyer, especially default of payment, SOLO Lighting GmbH is entitled to rescind the contract and reclaim the goods. And in this case SOLO Lighting GmbH is entitled to 25% of the contract value for their associated redemption costs which shall be billed accordingly, unless the buyer can prove that the SOLO Lighting GmbH is imposed less or no cost throughout the withdrawal of the goods.

(7) A pledge or collateral assignment from the purchaser in exchange for conditional goods is not permitted, as long as he has not fulfilled all obligations to the SOLO Lighting GmbH. The buyer is obliged to point out any third-party access to the conditional good, in particular regarding seizure, especial regarding the retention of conditional goods of SOLO Lighting GmbH and of anything regarding seizure, insolvency or other legally relevant events that could affect the rights of SOLO Lighting GmbH according to the conditional goods, such must be immediately displayed.
Upon suspension of payments the conditional goods must be set aside without special request and be made available to be used by SOLO Lighting GmbH.

10. THE LOCATION OF FULFILLMENT AND JURISDICTION

(1) Location of performance for the delivery is the respective loading station. Place of payment is Soest, Germany.

(2) The jurisdiction for all disputes arising from the contractual relationship, bills and checks, is Soest, unless the buyer is a businessman, a legal entity under public law or a public-law special asset.

(3) The law of the Federal Republic of Germany shall apply to all legal relationships between the SOLO Lighting GmbH and the purchaser. The CISG (CISG) and any other international conventions, even after being taken over into German law, shall not apply.