General Terms and Conditions of Sale and Delivery
As of 1 November 2025, Lightnet GmbH, Germany – hereinafter referred to as the Supplier
§1 General and Application
(1) These Terms and Conditions of Sale and Delivery apply only to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law within the meaning of § 310 (1) BGB.
(2) They apply exclusively. Any terms and conditions that conflict with or deviate from these Terms and Conditions of Sale and Delivery or supplement them, in particular the purchaser's terms and conditions of purchase, are hereby rejected. Deviations or additions shall only be recognised if the supplier expressly agrees to them in writing. These terms and conditions of sale and delivery shall also apply in the event that the supplier carries out a delivery to the customer without reservation in the knowledge of the customer's conflicting, deviating or additional terms and conditions.
(3) Drawings, calculations, offers and other documents handed over to the customer during contract negotiations are protected by copyright for the supplier; they remain the property of the supplier and may only be made accessible to third parties with prior consent. If an order is not placed, all documents handed over must be returned immediately at the supplier's request.
§2 Offer and conclusion of contract
(1) Information in catalogues, price lists, data sheets, offers and order proposals from the supplier is non-binding or only approximately authoritative. The information and conditions agreed in each individual case and confirmed in the order confirmation (if issued by the supplier) are authoritative for the content and scope of deliveries and services.
(2) The supplier considers the review of the order confirmation by the customer to be mandatory and therefore it must be carried out immediately, but no later than within 3 working days of receipt. If no feedback is received from the customer, the content of the order confirmation shall be deemed to have been correctly recorded by the supplier. The order confirmation shall always be sent by email.
(3) All catalogues, price lists, brochures, data sheets and similar documents produced by the supplier are for information purposes only and do not constitute an offer. These documents are, to the best of the supplier's knowledge, correct and complete at the time of printing. However, the supplier does not guarantee that these documents are free of errors.
(4) All technical data in the catalogues and other sales documents, i.e. lists, drawings, performance and consumption data, as well as weight and dimension specifications, have been carefully compiled. The supplier reserves the right to make changes to these until the contract is concluded, in particular in the event of errors. Statutory rights of rescission remain unaffected even after conclusion of the contract, in particular in the event of obvious calculation errors.
(5) If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), it may be accepted by the supplier within two weeks. Acceptance may be made in writing or by email (e.g. by order confirmation from the supplier) or by delivery of the goods to the customer in accordance with these terms and conditions of sale and delivery.
(6) The customer warrants that the information provided to the supplier for the execution of an order is complete, correct, objectively comprehensible, unambiguous and has been checked and bindingly approved by the customer in advance. The customer acknowledges that the supplier is not obliged to check the information provided by the customer or to issue any warnings to the customer.
(7) Verbal agreements, in particular collateral agreements and commitments made by the sales department to the customer, require the knowledge and written confirmation of the supplier before they become valid.
§3 Data protection
The customer's data will be stored and processed by the supplier in compliance with the statutory provisions. If necessary, the supplier and the customer will conclude further agreements regarding the transmission and processing of personal data. Further information on data protection can also be found in our privacy policy at https://www.lightnet-group.com/de/datenschutz. The supplier's data protection officer is EDV-Fortress, Mr Sascha Hasselbach, Kronprinzstr. 47-49 in 40764 Langenfeld, tel.: +49 (0) 21 73 / 2 04 12 44, email: sascha.hasselbach@datenschutz-extern-nrw.de.
§4 Prices and payment
(1) Unless otherwise expressly agreed, prices are ex works or ex warehouse of the supplier, including standard packaging, but excluding shipping costs, customs duties, statutory taxes, insurance and other charges. All prices are in euros. Value added tax at the applicable statutory rate shall be added.
(2) Unless otherwise agreed, the purchase price shall be paid in accordance with the terms of payment specified in the order confirmation. Payment of the purchase price shall be made exclusively to the account specified by the supplier, for example in the order confirmation.
(3) Failure to meet a payment deadline or circumstances that are likely to reduce the creditworthiness of the customer and indicate a risk to the claim for the purchase price due to lack of solvency (e.g. application for the opening of insolvency proceedings) shall result in all claims of the supplier becoming due immediately. In addition, in the aforementioned cases of reduced creditworthiness and jeopardy to the claim to the purchase price, the supplier shall be entitled to demand advance payment from the customer for outstanding deliveries and, after a reasonable grace period, to withdraw from the contract or to demand compensation for non-performance.
(4) The retention of payments and offsetting against a counterclaim of the customer that is disputed by the supplier and has not been legally established are excluded. The customer's counterrights in the event of defects in the delivery, in particular those arising from §9 clause (7), remain unaffected.
(5) Invoices shall be sent to the customer by email in PDF format until 31 December 2026, but from 1 January 2027 at the latest, they shall only be sent as e-invoices (XRechnung or ZUGFeRD format). The customer hereby agrees to the supplier sending invoices by email in PDF format within the above-mentioned period.
§5 Delivery and acceptance period
(1) The delivery period shall be agreed individually or specified by the supplier upon acceptance of the order. The delivery period shall commence upon receipt by the supplier of all documents necessary for the execution of the contract (e.g. written approval of technical drawings, clarification of all technical questions, approvals, official order, etc.) and upon receipt of any agreed advance payment or down payment. If a delivery period has neither been agreed individually nor specified upon acceptance of the order and the supplier has instead given a non-binding delivery date, this prospective date shall only be approximate.
(2) If the supplier fails to meet a delivery date, the customer is entitled to set the supplier a reasonable grace period and, if this expires without success, to withdraw from the contract. A period of four weeks is considered a reasonable grace period for standard products and a period of six weeks for custom-made products.
(3) If the delivery has not been made even after a written notice of default and the expiry of a reasonable grace period also set in writing by the supplier, the customer shall be entitled – provided that he can prove that he has suffered damage as a result – to claim lump-sum compensation for his damage caused by the delay, to the exclusion of further claims for damages in respect of the delay. The lump-sum compensation shall amount to a maximum of 0.5% for each completed week of delay, but in total no more than 5% of the price for the delivery or service affected by the delay. This is subject to the condition that the delay in delivery is not due to intent or gross negligence on the part of the supplier, a legal representative or vicarious agent of the supplier.
(4) Partial deliveries are permissible to a reasonable extent.
§6 Delivery, packaging, transfer of risk, disposal and product return
(1) All goods shall be delivered in accordance with the agreed Incoterm clause of Incoterms 2020 or, in the absence of such an agreement between the parties, in accordance with the terms of delivery specified in the supplier's order confirmation.
(2) Unless otherwise agreed, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover. At the request and expense of the customer, the goods shall be shipped to another destination (sale by delivery). In the case of sale by delivery to a place other than the place of performance, the risk shall, unless otherwise agreed, pass to the customer upon handover of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Handover to the customer shall be deemed to have taken place even if the customer is in default of acceptance.
(3) The current flat-rate shipping costs are communicated in the offers and confirmed in the order confirmation. The current flat-rate shipping costs can also be requested from the supplier by telephone or in writing by email (info@lightnet.de).
(4) All deliveries are made ready for unloading without a lifting platform as standard, unless otherwise expressly agreed.
(5) Notwithstanding any claims for defects, the customer may not refuse to accept deliveries and services due to minor defects. A “minor defect” is defined as a characteristic that is not in conformity with the actual specifications but does not prevent the desired use or the actual purpose of the product.
(6) The supplier shall choose the packaging and shipping method at its discretion.
(7) In accordance with the Packaging Act (VerpackG) in its amended and valid version, the supplier has registered with the Stiftung Zentrale Stelle Verpackungsregister (Central Agency Packaging Register Foundation) under the registration number DE3201451919503. INTERSEROH Dienstleistungs GmbH in Cologne (INTERSEROH) has been commissioned with the environmentally friendly disposal and recycling of the packaging material produced; the customer number is 149136. INTERSEROH's contractual partners dispose of waste at collection points in electrical wholesalers and electrical trades, among others. The customer is obliged to collect the packaging material and send it to the disposal company and/or its contractual partners or, in the case of self-disposal, to ensure proper disposal in accordance with the legal requirements.
(8) In fulfilment of the manufacturer's statutory disposal obligation under the German Electrical and Electronic Equipment Act (ElektroG) for luminaires placed on the market, the supplier has commissioned INTERSEROH to accept and dispose of them at its own expense. In return, the customer shall ensure that disposal is carried out exclusively by INTERSEROH, with the customer bearing the costs of delivery to the collection points. The comprehensive list of collection points available to the customer can be obtained from the INTERSEROH headquarters in Cologne. The WEEE registration number is: DE 59968446.
(9) Collection points of the German lighting industry for the free and proper return of fluorescent lamps can be found at the Internet address www.lightcycle.de.
§7 Retention of title
(1) The delivered goods remain the property of the supplier until all current and future claims of the supplier against the customer have been fulfilled. In the case of current accounts, the retention of title to the deliveries (reserved goods) serves as security for the supplier's balance invoice.
(2) Any processing or treatment of the reserved goods by the customer shall always be carried out on behalf of the supplier. If the reserved goods are processed with other items that do not belong to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the other processed items at the time of processing. In all other respects, the same shall apply to the new item created by processing as to the goods subject to retention of title.
(3) If the customer processes the goods subject to retention of title by combining and/or mixing them with other goods not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the purchaser's item is to be regarded as the main item, the customer and the supplier hereby agree that the customer shall transfer proportional co-ownership of this item to the supplier. The supplier accepts this transfer.
(4) The purchaser is only permitted to resell the goods subject to retention of title in the ordinary course of business. The purchaser is not entitled to dispose of the goods subject to retention of title in any other way, in particular by pledging them or transferring them as security.
(5) In the event of resale, the customer hereby assigns to the supplier, until all claims of the supplier have been satisfied, all claims and other entitlements against its customers arising from the resale, including all ancillary rights. Upon request, the customer is obliged to provide all information and hand over all documents necessary for the supplier to assert its rights against the customer's customer.
(6) If the goods subject to retention of title are resold by the customer after processing in accordance with clause (2) above or together with other goods not belonging to the supplier, the assignment of the purchase price claim in accordance with clause (5) shall only apply to the invoice value of the supplier's goods subject to retention of title.
(7) If the realisable value of the securities existing for the supplier exceeds the total outstanding claims by more than 10%, the supplier shall be obliged, at the request of the purchaser, to release securities of the supplier's choice to this extent.
(8) The supplier must be notified immediately of any seizure or confiscation of the goods subject to retention of title. Any intervention costs incurred as a result shall be borne by the customer, unless the third party is able to reimburse these costs to the supplier.
(9) In the event of conduct by the customer in breach of contract, in particular non-payment of the purchase price due, the supplier shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods subject to retention of title on the basis of the retention of title. The supplier's demand for return does not simultaneously constitute a declaration of withdrawal; rather, the supplier is entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer fails to pay the purchase price due, the supplier may only assert these rights if it has previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions. If the supplier makes use of the retention of title in accordance with the above conditions by demanding the return of the goods subject to retention of title, the supplier is entitled to sell the goods. The proceeds of the sale shall be offset against the amounts owed by the customer to the supplier, after a reasonable amount for the costs of the sale has been deducted. Further claims for damages against the customer, in particular for loss of profit, remain reserved.
§8 Return of goods as a gesture of goodwill
The supplier manufactures exclusively to order and does not maintain a finished goods warehouse. In the event of goods being returned as a gesture of goodwill, therefore, not only the costs already incurred for production and shipping must be taken into account, but also the additional costs incurred for dismantling the products into their components, subsequently testing these components and the inevitable material waste. That being said, the following applies:
(1) The return of goods requires the prior written consent of the supplier, otherwise the supplier is entitled to refuse to accept the return.
(2) The return of goods requires that the goods are in their original packaging and in proper condition.
(3) In the event of a return of goods, the supplier shall charge a flat rate of 50% of the value of the goods. Furthermore, the customer shall bear all transport costs as well as the costs of packaging, repackaging and any repairs.
(4) Goods may not be returned more than 60 days after delivery.
(5) Goods damaged by the customer may not be returned.
(6) Custom-made products may not be returned.
§9 Liability for defects
(1) Claims for defects by the customer require that the customer has fulfilled its obligations to inspect and give notice of defects in accordance with Sections 377, 381 of the German Commercial Code (HGB).
(2) If a defect becomes apparent during delivery, inspection or at any later point in time, the supplier must be notified in writing immediately after it becomes known. In any case, obvious defects (including incorrect or short delivery) must be reported in writing within 10 working days of delivery and defects that are not apparent during inspection must be reported in writing within the same period of 10 working days of discovery. If the customer fails to carry out the proper inspection and/or notification of defects, the goods shall be deemed to have been approved with regard to the defect that was not reported or not reported in a timely or proper manner, which is why the customer cannot assert any claims for defects in this respect.
(3) The aforementioned inspection must in any case include a simple functional test and a simple (visual) inspection of the external condition of the goods. If a larger quantity of goods is delivered, a random inspection of the goods is sufficient, which is representative and commensurate with the total quantity and can be carried out in a reasonable manner within the period specified in clause (2) above. The customer must carry out a simple functional test at the latest before installing the delivered goods in or attaching them to another item.
(4) If the customer discovers defects in the goods, they are obliged to make the rejected goods or samples thereof available to the supplier for the purpose of examining the complaint and to allow the supplier to inspect the rejected goods within a reasonable period of time. The burden of proof for the existence of a material defect or defect of title lies with the customer. In the event of refusal by the customer, the supplier is not obliged to comply with the customer's request for subsequent performance.
(5) Until the supplier has completed the inspection in accordance with clause (4) above, the customer may not dispose of the rejected goods after discovering the defect if he wishes to maintain his request for subsequent performance.
(6) In the event of a justified and timely complaint, the supplier shall be given a reasonable period of time to carry out subsequent performance at its own discretion (replacement delivery, repair). The supplier is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
(7) In the event of supplier recourse in accordance with Section 445a of the German Civil Code (BGB), no deadline otherwise required shall be necessary for any warranty rights of the customer against the supplier due to the defect asserted by the customer if the customer had to take back the sold newly manufactured item as a result of its defectiveness or if the customer's customer reduced the purchase price.
(8) In the event of rectification, the supplier shall generally be granted two attempts at rectification. The customer shall not be entitled to a reduction in price as long as the supplier fulfils its obligations to remedy the defect and the rectification has not failed. If a second attempt at subsequent performance also fails, the purchaser may, without prejudice to any claims for damages, reduce the remuneration at its discretion or, if proportionate, withdraw from the contract.
(9) In the event of a justified reduction in accordance with clause (8) above, this must be in reasonable proportion to the type and number of defects that have occurred.
(10) If, at the time of transfer of risk, the customer has incorporated the defective goods into another item or attached them to another item in accordance with their type and intended use, he may demand reimbursement from the supplier in accordance with § 439 (3) BGB (German Civil Code) within the scope of subsequent performance for the necessary expenses incurred in removing the defective goods and installing or attaching the repaired or delivered goods free of defects (‘removal and installation costs’) within the scope of subsequent performance in accordance with § 439 (3) BGB. Such a claim for reimbursement of expenses is excluded if the customer was aware of the defect in the goods before installation or attachment to the other item or if this defect should have been noticed during functional testing in accordance with the above clause (3) before installation/attachment.
(11) Only those removal and installation costs relating to the removal and installation or fitting of identical products are necessary within the meaning of Section 439 (3) of the German Civil Code (BGB). The costs must be proven to the supplier by submitting suitable receipts, at least in text form. Personnel and material costs claimed by the customer in this context shall be calculated on the basis of the customer's cost price without any profit margin. The customer shall have no right to an advance payment for removal and installation costs. Nor shall the customer be permitted to unilaterally offset claims for reimbursement of expenses for removal and installation costs against purchase price claims or other payment claims of the supplier without the supplier's consent. Claims by the customer that exceed the necessary removal and installation costs, in particular costs for consequential damage caused by defects, such as lost profits including imputed profit surcharges, operating downtime costs or additional costs for replacement purchases, are not removal and installation costs and are therefore not eligible for compensation within the scope of subsequent performance in accordance with Section 439 (3) of the British Civil Code.
(12) The costs of subsequent performance must be proportionate, in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the breach of contract (e.g. functional or visual defect). Otherwise, the supplier is entitled to refuse subsequent performance under the statutory conditions.
(13) If the supplier fails to comply with the subsequent performance in accordance with clause (6) above or if the subsequent performance in accordance with clause (8) above fails, the customer shall only be entitled to reduce the price or withdraw from the contract in respect of the defective part of the service or goods.
(14) The customer shall only have statutory rights of recourse against the supplier to the extent that the statutory requirements are met. Therefore, there shall be no rights of recourse if the customer has made agreements with its customer that go beyond the statutory claims for defects within the framework of a guarantee or as a gesture of goodwill.
(15) No claims for defects shall arise for impairments to the goods resulting from natural wear and tear, in particular in the case of wearing parts, improper handling, assembly, use or storage, or improperly carried out modifications or repairs by the customer or third parties.
(16) In the case of only a minor defect, the customer shall not be entitled to withdraw from the contract. In this case, the customer is also denied any claim for damages in lieu of performance.
(17) Batch differences in the sense of unavoidable process tolerances due to material and surface conditions, as well as product-typical properties that only constitute a minor visual complaint criterion, do not constitute a defect. Reference samples for illustrative comparison will be provided at the customer's request prior to the conclusion of a contract.
(18) Notwithstanding § 438 (1) No. 3 BGB, the customer may assert claims for material defects and defects of title within 12 months from the transfer of risk. The special statutory provisions on the statute of limitations pursuant to § 438 (1) No. 1, § 438 (1) No. 2, § 438 (3), § 444 and § 445b BGB remain unaffected.
(19) In the event of an unjustified complaint, the customer shall reimburse the supplier for the costs incurred in inspecting and, if required, remedying the defect, unless the lack of defectiveness was not apparent to the customer.
(20) The special statutory provisions in the event of final delivery of the newly manufactured, unprocessed goods to a consumer (supplier recourse pursuant to Section 478 BGB) shall remain unaffected, even if the consumer subsequently processes the goods.
(21) Claims arising from supplier recourse pursuant to Section 445a BGB and Section 478 BGB are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by installation in another product, and the supplier is therefore only in the position of a subcontractor.
§10 Damages/liability
(1) Claims for damages by the customer, regardless of the legal basis, in particular due to breach of contractual or non-contractual obligations by the supplier, are excluded, unless the supplier is subject to mandatory liability under the Product Liability Act or liability for intentional or grossly negligent behaviour; In the event of simple negligence, the supplier shall only be liable for damages resulting from injury to life, limb or health or for damages resulting from the breach of essential contractual obligations (an essential contractual obligation is an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely). In the event of a breach of an essential contractual obligation, the supplier's liability shall be limited to compensation for the foreseeable, typically occurring damage.
(2) The limitations of liability resulting from the above clause (1) shall also apply to breaches of duty by or in favour of persons for whose fault the supplier is responsible according to statutory provisions. They shall not apply if the supplier has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods.
(3) The supplier shall not be liable for damage caused by improper intervention by third parties, improper installation, overuse, overvoltage or chemical influences, unless these are attributable to the fault of the supplier or its representatives. The same shall apply in the event of unauthorised and improper repairs or interventions in the delivery item by the customer or third parties.
(4) The limitation periods provided for in §9 (18) shall apply to contractual and non-contractual claims for damages and reimbursement of expenses in connection with the defectiveness of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The statutory limitation periods shall apply to claims for damages based on liability under the Product Liability Act, liability for intentional or grossly negligent conduct, and injury to life, limb or health.
§11 Force majeure
(1) If the supplier is prevented from reasonably fulfilling its contractual (delivery) obligations due to unforeseeable circumstances for which it is not responsible – for example, strikes, official measures, transport accidents, energy and raw material shortages, failure of a supplier to deliver, etc. Lightnet shall be released from its delivery obligation for the duration of this event. Claims for damages by the customer are excluded in this case.
(2) If one of the aforementioned obstacles makes it impossible or unreasonable for the supplier to fulfil the contract for a period of more than three months, the supplier shall be entitled to withdraw from the contract. Claims for damages by the customer are excluded in the event of such a withdrawal. Any consideration already paid by the customer will be refunded immediately. At the end of the period, the supplier shall, upon request by the customer, declare whether it will exercise its right of withdrawal or whether delivery is possible or can be expected within a reasonable period of time.
§12 Manufacturer's warranty
The supplier also offers the customer a 5-year manufacturer's warranty for all products sold under the ‘Lightnet’ brand. The conditions and scope of the supplier's services under this manufacturer's warranty are set out in the warranty terms and conditions. The warranty conditions will be sent to the customer on request and are also available on the Internet at www.lightnet.de. The customer's statutory rights or rights under these terms and conditions of sale and delivery in respect of defects vis-à-vis the supplier shall not be affected by the manufacturer's warranty. They shall remain unrestricted and independent of any assertion of the manufacturer's warranty.
§13 Place of performance and jurisdiction
(1) These terms and conditions of sale and delivery and the contractual relationship between the supplier and the customer are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Cologne. If the customer is not a merchant or a legal entity under public law, this shall only apply if the customer does not have a general place of jurisdiction in Germany or, as the party to be sued, moves its place of residence or habitual abode abroad after conclusion of the contract or if its place of residence or habitual abode is unknown. In all cases, however, the supplier is also entitled to bring an action at the place of performance of the delivery obligation in accordance with these terms and conditions of sale and delivery or a prior individual agreement or at the customer's general place of jurisdiction. Mandatory statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.
(3) Should individual provisions of these Terms and Conditions of Sale and Delivery be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this loophole.