Terms and Conditions

General Terms and Conditions (GTC)

Status: June 2021

1. General/Scope
The following general terms and conditions apply to all contracts concluded with us for the delivery of movable items ("goods"), including software and other services, regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). They also apply to all future business relationships between us and our buyer, as well as companies affiliated with this buyer, as long as and to the extent that we enter into a business relationship with them. We do not recognize any deviating or conflicting terms and conditions of the buyer unless we have expressly agreed to them. By accepting the goods, the purchaser waives the application of his terms and conditions, even if these claim to be exclusive. Verbal agreements or assurances by us are invalid without our written confirmation.
Individual agreements concluded with the buyer in individual cases (including ancillary agreements, supplements, and amendments) always take precedence over these General Terms and Conditions. The content of such agreements shall be determined by a written contract or our written confirmation.
Legally relevant declarations and notifications that the buyer must make to us after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declarations of withdrawal or reduction) must be in writing to be effective.
References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions apply unless they have been directly modified or expressly excluded in these Terms and Conditions.

2. Conclusion of contract
We sell our products and other services exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB). Our offers are subject to change and non-binding. The contract is only concluded upon our acceptance of the order. This also applies if we have provided our buyer with technical documentation (e.g., drawings, specifications, data sheets, etc.) or other product descriptions or documents – including in electronic form – to which we reserve ownership and copyright.
The buyer's order for the goods constitutes a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt.
Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
If the buyer withdraws from the contract after acceptance of the offer for reasons not related to delivery capability, we reserve the right to charge processing and cancellation fees amounting to 30% of the net order value.

3. Delivery period and delay in delivery
The delivery period will be agreed individually or specified by us upon acceptance of the order.
If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the service) or demonstrably due to mobilization, war, riots, strikes, lawful lockouts, or the occurrence of unforeseen obstacles, we will notify the buyer immediately and at the same time provide the expected new delivery date, taking into account the duration of the hindrance plus a reasonable start-up time. If the service is not available within the new delivery date, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the buyer. A case of unavailability of the service in this sense shall be deemed in particular the late delivery by our sub-supplier if we have concluded a congruent hedging transaction, neither we nor our sub-supplier are at fault, or we are not obligated to procure the goods in the individual case.
If LAS defaults on delivery due to negligence, liability for damages caused by delay (compensation in addition to performance) is limited to 5% of the purchase price of the delayed delivery, and liability for damages in lieu of performance is limited to 30% of the purchase price of the delayed delivery. Liability for injury to life, limb, and health remains unaffected.
If an agreed delivery or service date is exceeded for reasons for which we are responsible, the buyer must grant us a reasonable grace period for delivery or service in writing. This grace period shall be at least four weeks.
The rights of the buyer according to Section 9 of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the performance and/or subsequent performance), remain unaffected.

4. Delivery, transfer of risk, acceptance, default of acceptance
Unless otherwise agreed, delivery shall be ex warehouse, which shall also be the place of performance. At the buyer's request and expense, the goods will be shipped to a different destination (sale by dispatch). Unless otherwise agreed, we reserve the right to determine the method of shipment (in particular, the carrier, shipping route, and packaging).
The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest upon handover. However, in the case of a sale by dispatch, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes upon delivery of the goods to the freight forwarder, carrier, or other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk.
In all other respects, the statutory provisions of the law governing contracts for work and services also apply accordingly to an agreed acceptance. Handover or acceptance shall be deemed to have occurred if the buyer is in default of acceptance.
If the buyer defaults on acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).
The proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected.
We are permitted to make partial deliveries or services provided that they are not unreasonable for the buyer.
We do not take back transport and all other packaging in accordance with the Packaging Ordinance; they become the property of the buyer; Euro pallets are excluded.
The products we supply and the associated technical know-how are intended for use and retention only in countries directly supplied by us. The buyer undertakes to comply with the applicable national laws and, prior to any intended export or re-export, to comply with all relevant national and international laws (export control regulations). The buyer is responsible for ensuring compliance with these laws and so-called export control regulations, both personally and through its customers, and indemnifies us from all liability in this regard.

5. Prices and payment terms
Unless otherwise agreed in individual cases, our prices valid at the time of contract conclusion apply, plus statutory sales tax. Errors and printing or typographical errors excepted. Our prices – unless otherwise agreed – are EXW (ex works) our warehouse. Unless otherwise agreed in writing, our prices do not include insurance and freight costs.
In the case of mail-order sales, the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes, and other public charges are borne by the buyer, even if we handle customs clearance on the buyer's behalf.
Unless otherwise agreed, the purchase price is due and payable within 7 days of invoicing and delivery or acceptance of the goods. We reserve the right to require advance payment or cash on delivery for all or part of a delivery. The deposit is due and payable within 7 days of receipt of the order confirmation.
Upon expiration of the payment deadline, the buyer is in default. During the period of default, the purchase price will accrue interest at the applicable statutory default interest rate. We reserve the right to claim further damages for default. With regard to merchants, our claim to commercial default interest (Section 353 of the German Commercial Code) remains unaffected.
The buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is a claim expressly acknowledged by us in writing and arises from the same contractual relationship.
If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the buyer's inability to perform (e.g., due to a filing for insolvency proceedings), we are entitled, in accordance with the statutory provisions, to refuse performance and – if necessary, after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code). In the case of contracts for the manufacture of non-fungible items (custom-made items), we may declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
For orders from abroad, delivery is only possible upon advance payment. This can be made in cash or by bank transfer. The costs of the money transfer are borne by the buyer. Shipping costs for deliveries abroad are calculated separately for each shipment and can be requested from us separately. Any customs duties, fees, taxes, and other public charges are borne by the buyer.

6. Retention of title
We retain title to the goods sold until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.
The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if and to the extent that third parties gain access to the goods belonging to us.
In the event of breach of contract by the buyer, in particular non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and demand the return of the goods based on retention of title and withdrawal. If the buyer fails to pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the buyer a reasonable deadline for payment or if such a deadline is dispensable under the statutory provisions.
Until revoked in accordance with (c) below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title extends to the products resulting from the processing, mixing, or combining of our goods at their full value, whereby we are deemed to be the manufacturer. If, upon processing, mixing, or combining with third-party goods, the ownership rights of third parties remain intact, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered subject to retention of title.
(b) The Buyer hereby assigns to us, as security, any claims against third parties arising from the resale of the goods or products, either in full or in the amount of our co-ownership share, as per the preceding paragraph. We accept the assignment. The Buyer's obligations set forth in paragraph 2 shall also apply with regard to the assigned claims.
(c) The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets its payment obligations to us, does not default on payment, has not filed for insolvency proceedings, and there is no other deficiency in its ability to perform. Should this be the case, however, we may demand that the buyer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
(d) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer's request.
The exercise of retention of title does not constitute withdrawal from the contract.

7. Warranty / Warranty rights
We only guarantee the conformity of the products we supply and the services we provide with applicable German regulations and standards. We do not assume any liability for compliance with other national regulations. When using the products abroad, the buyer undertakes to verify the conformity of the products with the relevant legal systems and standards themselves and to make adjustments if necessary.
In all cases, the special statutory provisions for final delivery of the goods to a consumer remain unaffected (supplier recourse pursuant to Sections 478, 479 of the German Civil Code).
If the delivered item is defective, we will, at our discretion, either deliver a replacement or repair the item (subsequent performance). The buyer must grant us the opportunity to do so within a reasonable period of time. The buyer must hand over the defective item to us for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if we were not originally obligated to install it.  
We will reimburse the buyer for proven removal/installation costs in a reasonable amount if liability for defective products is justified. In both cases, however, a cost estimate for the planned work must be submitted to us before the installation/removal work begins to ensure the reasonableness of the effort. The inspection will be carried out promptly and within a reasonable period of time.
In urgent cases, e.g., if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect themselves and to demand reimbursement from us for the objectively necessary expenses. We must be notified immediately, if possible in advance, of such self-repair. The right to self-repair does not apply if we would be entitled to refuse corresponding subsequent performance under statutory provisions.
If subsequent performance fails, or if a reasonable period set by the buyer for subsequent performance has expired without success or is dispensable under statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, there is no right of withdrawal. The buyer's claims for damages or reimbursement of wasted expenses exist only in accordance with Section 9 and are otherwise excluded.

Due to technological advances and changes in the luminous flux of products due to use, replacement LED light sources may exhibit differences in their light properties compared to the original products. Repair or replacement does not automatically extend the warranty period. The warranty for the remaining remaining term applies to replaced goods.
We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
The statutory provisions apply to the dealer's rights in the event of material and legal defects, unless otherwise provided below. The dealer's claims for defects require that the dealer has fulfilled its obligations to inspect and notify defects in accordance with Sections 377 and 381 II of the German Commercial Code (HGB).
If a defect becomes apparent during inspection or later, we must notify you immediately, but in any event within 7 days, in writing. To preserve our rights, timely dispatch of the notification is sufficient. Irrespective of this obligation to inspect and notify defects, the buyer must notify obvious defects (including incorrect and incomplete deliveries) immediately, but in any event within 7 days, in writing; in this case, timely dispatch of the notification is also sufficient. If the buyer fails to properly inspect and/or notify the defect, our liability for the undisclosed defect is excluded. This does not apply to claims under the Product Liability Act.
We will bear the expenses required for inspection and subsequent performance, in particular transport, travel, labor, and material costs (not dismantling and installation costs), if a defect actually exists. If no defect actually exists, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request for remedy of the defect (in particular inspection and transport costs), unless the lack of a defect was not apparent to the buyer.
In particular, the following are not considered defects:
The achievement of the usual service life/operating hours of the goods within the warranty period and in the case of natural wear and tear or visual changes/impairments.
Defects or damage resulting from the goods being modified, repaired or operated in conjunction with products or software of the buyer or a third party by the buyer or a third party without the prior express written consent of LAS.
Defects or damage resulting from the goods not being installed, commissioned or used by the Buyer or a third party in accordance with the specifications set out in the relevant product data sheet and/or the relevant installation/operating instructions or from any other improper or incorrect use.
These include, in particular, temperature range, electrical voltage, incorrect current type, unsuitable power sources, humidity, ventilation situation, vibrations and the occurrence of chemicals, acids, vapors, etc. such as ammonia vapors.
In particular, we are not liable for damages if the electrical supply situation exceeds the specified limits of the products or relevant standards (e.g., EN 50160), e.g., voltage peaks > 2 kV and ripple current.
If operating, cleaning and maintenance instructions are not followed, parts are replaced or consumables are used that do not comply with the original specifications, any warranty will be void.
The failure of individual LED chips, deviation/change in the luminous flux and power consumption of the product by +/- 10%, as well as the light color by +/- 150K comply with the applicable standards and do not constitute a defect.
An insignificant deviation from a possibly agreed quality does not constitute a defect.
We do not cover damages resulting from acts of God, fire, explosion, lightning, power surges, improper use, operating errors and negligent behavior, transport, or use in violation of applicable national and international (IEC) standards for electrical and/or lighting systems.
If the buyer has not received complete specifications, they are obligated to request them in writing. These include, in particular, operating voltage, IP protection rating, ambient temperature, and maximum humidity.
Furthermore, the claims are void if any markings on the product, such as model name, serial number, etc., are altered, deleted, removed or made illegible, and if warranty seals or sealing waxes are not broken or damaged.
Due to technological advances and changes in the luminous flux of products due to use, replacement LED light sources may exhibit differences in their light properties compared to the original products. Repair or replacement does not automatically extend the warranty period. The warranty for the remaining remaining term applies to replaced goods.
The product descriptions do not constitute a guarantee of quality. Installation or connection to other products is only permitted with an express written agreement on quality from LAS.

If the dealer receives defective assembly instructions, we are only obliged to supply defect-free assembly instructions.
For products or components from other manufacturers, the respective manufacturer's warranty conditions apply.
The warranty period for used goods is 12 months.

Manufacturer's Warranty: LAS offers the buyer an additional manufacturer's warranty for all products sold under the "LAS" brand. The conditions and scope of this manufacturer's warranty are set out in the warranty terms and conditions, which will be sent to the buyer upon request and are available online at www.las-systeme.com.
The manufacturer's warranty does not affect the buyer's statutory rights against the seller, nor do the rights arising from Section 9. They apply without restriction to the manufacturer's warranty and exist independently of any assertion of the manufacturer's warranty.

8. Return of goods
Returns not based on a statutory obligation to return goods require the express written consent of the supplier, provided that the goods are undamaged and returned in the original packaging. Processing costs amounting to 30% of the delivery value will be deducted from the credit note. All reconditioning, freight, and packaging costs are borne by the purchaser. Special and recessed luminaires are excluded from return.

9. Other liability
Unless otherwise stated in these Terms and Conditions of Sale and Delivery, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
We are liable for damages – regardless of the legal basis – within the scope of liability for intent and gross negligence. In cases of simple negligence, we are liable according to statutory provisions as follows:
    • for damages resulting from injury to life, body or health.
    • for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the foreseeable, typically occurring damage.
    • in all other cases, not for damages that did not occur to the goods themselves,
    • in particular not for lost profits or other financial losses of the customer
The limitations of liability resulting from paragraph 2 do not apply if we have fraudulently concealed a defect or provided a guarantee regarding the quality of the goods. This also applies to claims by the buyer under the Product Liability Act.
The buyer may only withdraw from or terminate the contract due to a breach of duty that does not constitute a defect if we are responsible for the breach. The buyer's right of free termination (in particular pursuant to Sections 651 and 649 of the German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.

10. Limitation period
The limitation period for claims due to defects in our deliveries and services, as well as for claims based on our liability for damages, is one year from delivery. This does not apply if longer periods are prescribed by law, or in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty on our part, or in the event of claims for damages under the Product Liability Act.

11. Final provisions
These Terms and Conditions and all legal relationships between us and the buyer are subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance and jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Siegen, Germany, if the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law. However, in all cases, we are also entitled to bring legal action at the place of performance of the delivery obligation pursuant to these General Terms and Conditions or a prior individual agreement, or at the buyer's general place of jurisdiction. Priority statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.
Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected.

12. Data protection
We process your personal data within the meaning of Art. 4 No. 2 GDPR, insofar as this is necessary for the provision of our services.
As a general rule, your personal data will not be passed on to third parties unless this is necessary to provide the services to you.
If we should obtain your consent to use your data, we would like to point out that you can revoke this consent at any time without giving reasons.
In general, our privacy policy/guidelines apply, which you can find at  https://www.las-systeme.com/datenschutz  can view.

13. Warranty conditions
Our General Warranty Conditions / Limited Manufacturer Warranty of LAS Systeme GmbH can be found at https://www.las-systeme.com/garantiebedingungen

 

LAS Systems GmbH
Dortmunder Straße 15 
57234 Wilnsdorf