(1) All offers from SOLO Lighting GmbH, order acceptance and all deliveries and other services are exclusively based on the following conditions. These conditions also apply to all future and similar transactions with the buyer. Violating the conditions of purchase are hereby expressly rejected. This applies only once the seller acknowledges them in writing
(2) All orders, subsidiary agreements, reservations, changes or additions to a contract shall be valid only in writing. No oral or written commitments that differ from contractual conditions and / or the order confirmation from SOLO Lighting GmbH will be valid apart from the approval of the Executive Committee. Such consent is effective only in writing. Furthermore, the internal and external sales staff of SOLO Lighting GmbH has no authority to make changes to agreements or grant special requests.
(3) The sales of SOLO Lighting GmbH are always subject to change. A sale, delivery or other contract is only valid with the mailing of the order confirmation or when the buyer directly receives the purchases items.
(4) All information about the products offered, specifically the illustrations contained in quotations and brochures, drawings, measurements and performance specifications, are to be considered approximate averages. They are not guarantees of the quality of the goods, but only their descriptions. This also applies to samples and patterns. Industry-standard deviations are allowed, unless the order cannot be completed because the materials are not obligatory. Details are not designated as binding. Deliveries that are more or less than calculation are allowed to vary within the commercially permitted realm of 10%.
(5) SOLO Lighting GmbH reserves the title and copyright to illustrations, drawings, calculations and other documents as well as samples and patterns. They may only be made available to third parties, if the management of SOLO Lighting GmbH has expressly agreed.
(6) Consultations performed by SOLO Lighting GmbH are provided to its customers free of charge, aiding the buyer and the seller but not advising the purchaser contractually or dealing in any other legal matters. The same applies if SOLO Lighting GmbH gives the buyer free information or recommendations. A deviating agreement is required in written form. A tacit conclusion based on advice given, recommendations made or information about a contract is excluded.
(7) Advice, suggestions and information that have been issued to the purchaser in contract negotiations or while initiating an order or contract, are only binding if they were confirmed by SOLO Lighting GmbH in writing.
 
(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.
(1) Payments are to be made on time without any deductions to the payment office of SOLO Lighting GmbH. Discount fees for premature payments require an explicit agreement. Each contracting party is entitled to prove any default damages outside the legal framework.
(2) If payment is agreed upon in a foreign currency, the buyer is obliged to pay in the agreed currency. The buyer must compensate the difference in price if an impairment of the purchase price in the underlying foreign currency when compared to the domestic currency occurs between the time of contract and the receipt of payment by SOLO Lighting GmbH.
(3) The buyer can only with undisputed or legally established claims offset and thereby withhold any currents payments. Any withholding of payments shall be excluded if the retention is based on another contractual relationship.
(4) In case of payment, application for opening of insolvency proceedings or the opening of insolvency proceedings over the assets of the purchaser, all claims become due. Discounts and bonuses are omitted. If it emerges after the conclusion that the economic conditions of the buyer do not permit the granting of loans or credit terms, SOLO Lighting GmbH may require the provision of collateral or prepayment of all claims and refuse to perform their agreed upon duties. If the collateral or advance payment is not on time SOLO Lighting GmbH can withdraw from the contract or claim damages for non-performance.
(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.
(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.
(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).
(1) SOLO Lighting GmbH shall be liable for ordinary negligence for injury to life, limb or health. Likewise, SOLO Lighting GmbH is liable for the breach of contractual obligations that are essential to achieve the contract goal (cardinal obligations) with slight negligence. Incidentally, SOLO Lighting GmbH is responsible only for premeditation and gross negligence in the area of contractual and non-contractual liability. This is particularly true in the case of damages for breach of duty, delay of performance (default), compensation instead of performance, compensation for wasted expenditure and tort or product liability - except for any liability under the Product Liability Act. Even with the assumption of a guarantee or a procurement risk, SOLO Lighting GmbH is liable only for intent or gross negligence, unless something else is expressly stated in the contractual agreements.
(2) The SOLO Lighting GmbH is liable only for typical and foreseeable damage. This limitation of liability does not apply if legal representatives or senior executives of SOLO Lighting GmbH are responsible for intent or gross negligence or in the event of liability for injury to life, limb or health.
(3) With the exception of liability for willful misconduct or because of injury to life, limb or health entitlements to compensation, unless they expire not by law or under other provisions of the contract within a shorter period, within two (2) years from the date in which the customer reports the claim and SOLO Lighting GmbH is held as the person liable or knowledge without gross negligence should have become. Moreover, § 199 para. 2 and 3 BGB.
(4) SOLO Lighting GmbH is liable for advice, recommendations or information only if the buyer and the SOLO Lighting GmbH have signed an agreement that has the council, the recommendation or assessment of the object. SOLO Lighting GmbH is also liable for council, recommendations or information from the viewpoint of tort or culpa in contrahendo. Incidentally, the liability of SOLO Lighting GmbH for advice, recommendations and information determined in accordance with Paragraph 7 (1) to (3).
(5) The liability regime in accordance with paragraph 7 (1) to (4) also applies to the employees of the SOLO Lighting GmbH.
(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.
SOLO Lighting GmbH is entitled to make reasonable partial deliveries; each part of performance shall be deemed a separate transaction.
(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.
Should any of the foregoing provisions or part thereof be or become unnecessary or invalid, this shall not affect the validity of the remaining provisions. In the event of invalidity of any provision, the parties agree to a consensual scheme, which corresponds to the economic success of the proposed regulation to as great an extend as possible.
(Status 06/2014)