Our General Terms and Conditions of Sale and Delivery

I. Scope of Application
The following General Terms and Conditions apply to all sales and deliveries by LEDmaxx GmbH (hereinafter referred to as the “Supplier”). The Supplier’s General Terms and Conditions shall apply exclusively. Insofar as these General Terms and Conditions do not contain any provisions, the statutory provisions shall apply. Any deviating General Terms and Conditions or additional conditions of the contractual partner are hereby rejected. Deviating General Terms and Conditions or additional conditions of the contractual partner shall only apply if expressly confirmed in writing by the Supplier. Conflicting General Terms and Conditions shall not become part of the contract. The Supplier’s General Terms and Conditions shall also apply if the Supplier, being aware of conflicting or additional conditions of the contractual partner, performs the deliveries without reservation.
The following General Terms and Conditions of the Supplier shall only apply to companies, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
The following General Terms and Conditions of the Supplier shall also apply to all future transactions with the contractual partner.

II. Conclusion of Contract, Content of Contract
The Supplier’s offers are non-binding.
The scope and content, in particular the characteristics, of the contractual products owed shall be determined exclusively by the Supplier’s contractual documents.
Following conclusion of the contract, the Supplier reserves the right to make the following changes to the contractual products: product changes in the course of continuous product development and improvement; minor and insignificant deviations in color, shape, design, dimensions, weight, or quantity; customary deviations.

III. Prices, Terms of Payment
The Supplier’s prices are, subject to special agreements, ex works and exclusive of postage, shipping, and freight costs. Shipping costs within Germany are calculated based on weight and amount to at least EUR 4.96 per parcel for parcel shipments and at least EUR 79 per Euro pallet for shipments on Euro pallets. The Supplier delivers to other countries upon request. Value-added tax shall be charged additionally at the statutory rate applicable from time to time.
Payments shall be made within 14 days of the invoice date, free of charges to the Supplier’s paying agent. Invoices shall be issued as soon as the delivery leaves the Supplier’s premises.
If payment has not been made within 14 days of the invoice date, the contractual partner shall be in default without any further declaration by the Supplier. In all other respects, the statutory provisions concerning the consequences of default in payment shall apply.
In the event of a deferral of payment, the Supplier shall be entitled to charge interest at the statutory default interest rate for the period of the deferral.
The Supplier’s contractual partner may only set off outstanding invoice amounts against counterclaims against the Supplier that are undisputed, acknowledged by the Supplier, or legally established. In the event of defects in the delivery, the customer’s rights under Section VII shall remain unaffected. The contractual partner shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
A minimum net order value of EUR 300 applies to each order. Orders below this amount will not be processed.

IV. Delivery Period, Delivery Obstacles Beyond the Supplier’s Control, Delay in Delivery
The stated delivery periods shall only constitute fixed deadlines if they are expressly designated as such.
Compliance with delivery obligations, in particular delivery dates, requires the timely and proper fulfillment of any obligations to cooperate on the part of the contractual partner. The Supplier reserves the right to invoke the defense of non-performance of the contract.
The date on which the delivery leaves the Supplier’s premises shall be decisive for compliance with the delivery period.
Delivery delays for which the Supplier is not responsible:
a) The Supplier shall not be responsible for delivery delays caused by the following obstacles to delivery – unless, specifically with regard to compliance with deadlines or delivery dates, the Supplier has exceptionally assumed a risk as to the condition of the goods or a guarantee: circumstances of force majeure and delivery obstacles that occur after conclusion of the contract or only become known to the Supplier through no fault of its own after conclusion of the contract, provided that the Supplier can demonstrate that such obstacles could not have been foreseen or prevented even with the diligence required and that the Supplier is not responsible for any failure to assume, prepare for, or avert such obstacles. These circumstances include, in particular: lawful industrial action (strikes, lockouts, etc.); operational disruptions; shortages of raw materials; failure of operating and auxiliary materials. The same shall apply if such obstacles occur at the Supplier’s suppliers or their sub-suppliers.
b) Claims for damages by the contractual partner shall be excluded in the event of delivery delays within the meaning of Section IV.4a for which the Supplier is not responsible and which were not caused by any fault on the part of the Supplier.
c) In the event of a final delivery obstacle within the meaning of Section IV.4a, either party shall be entitled to terminate the contract immediately by withdrawal in accordance with the statutory provisions.
d) In the event of a temporary delivery obstacle within the meaning of Section IV.4a, the Supplier shall be entitled to postpone deliveries for the duration of the impediment plus a reasonable start-up period. If the Supplier demonstrates that delivery has become unreasonably difficult, the Supplier shall be entitled to withdraw from the contract. The contractual partner shall only have a right of withdrawal under the conditions set out in Section IV.6 below.
Delivery delays for which the Supplier is responsible:
The Supplier shall be liable for delivery delays for which it is responsible in accordance with the statutory provisions, subject to the provisions of Section IX of these General Terms and Conditions.
Right of withdrawal of the contractual partner in the event of delivery delays:
If the Supplier can demonstrate that it is not responsible for the delivery delay, the contractual partner shall only be entitled to withdraw from the contract if it has made the continuation of its interest in timely performance dependent on timely delivery in the contract (fixed-date transaction) or demonstrates that its interest in performance has ceased to exist due to the delivery delay or that continuation of the contractual relationship is unreasonable for it. Otherwise, Section 323 (4)-(6) BGB shall apply. The statutory provisions shall govern the legal consequences of withdrawal (Sections 326 BGB, 346 et seq. BGB); the contractual partner may reclaim any performance that was not owed.
Partial deliveries:
The Supplier shall be entitled to make partial deliveries to the contractual partner.

V. Delivery, Transfer of Risk, Culpable Breach of Obligations to Cooperate
With the exception of Euro pallets, packaging shall generally not be taken back by the Supplier. The contractual partner shall be responsible for disposing of the packaging at its own expense.
The risk of accidental loss or accidental deterioration of the goods shall pass to the contractual partner as soon as the goods have been handed over to the person or institution designated to carry out the delivery or shipment, but at the latest when the goods leave the Supplier’s premises.
If the contractual partner culpably breaches its obligations to cooperate, in particular its obligation to accept deliveries from the Supplier, the Supplier shall be entitled to demand compensation for the resulting damage, including any additional expenses. Further claims shall remain unaffected.

VI. Retention of Title
The Supplier shall retain title to the delivered goods (goods subject to retention of title) until receipt of all payments arising from the business relationship with the contractual partner. The retention of title shall also extend to the acknowledged balance insofar as the Supplier books claims against the contractual partner in a current account (current account retention of title). In the event of conduct contrary to the contract by the contractual partner, in particular default in payment, the Supplier shall be entitled to take back the products subject to retention of title. The taking back of the products subject to retention of title by the Supplier shall constitute withdrawal from the contract. Following the return of the products subject to retention of title, the Supplier shall be entitled to realize them; the proceeds of realization shall be credited against the contractual partner’s liabilities, less reasonable costs of realization.
The contractual partner shall be entitled to resell the goods subject to retention of title in the ordinary course of business; however, it hereby assigns to the Supplier, by way of security, all claims in the amount of the final invoice amount (including value-added tax) of the Supplier’s claims arising from the resale against its customers or third parties. If the contractual partner includes the claims arising from the resale of the goods subject to retention of title in a current account relationship with its customer, the current account claim shall be assigned in the amount of the acknowledged balance; the same shall apply to the “causal” balance in the event of the contractual partner’s insolvency. The contractual partner shall remain authorized to collect the assigned claims even after their assignment. The Supplier’s authority to collect the claims itself shall remain unaffected, subject to insolvency law provisions; however, the Supplier undertakes not to collect the claims as long as the contractual partner does not breach its contractual obligations, in particular as long as it duly fulfills its payment obligations, does not fall into arrears with payments, and no application has been filed for the opening of insolvency proceedings or payments have not been suspended. Transfer of ownership by way of security or pledging shall not be covered by the contractual partner’s authority to resell.
If the Supplier’s obligation under the preceding Section VI.2 not to collect the claims itself ceases to apply, the Supplier shall, subject to insolvency law provisions, be entitled to revoke the authority to resell and exercise its right to take back and realize the goods in accordance with Section VI.1 above and/or revoke the authorization to collect the claims and demand that the contractual partner disclose the assigned claims and the corresponding debtors to the Supplier, provide all information required for collection, hand over the relevant documents, and notify its debtors (third parties) of the assignment.
In the event of damage to or loss of the goods subject to retention of title, as well as changes of possession or residence, the contractual partner shall notify the Supplier immediately in writing. The same shall apply in the event of seizure or other interventions by third parties, so that the Supplier can exercise its right to bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse the Supplier for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the contractual partner shall be liable for the loss incurred by the Supplier. If the release of the goods subject to retention of title is achieved without legal proceedings, the costs incurred in doing so may also be charged to the contractual partner, as may the costs of recovering the seized products subject to retention of title.
Any processing or transformation of the goods subject to retention of title by the contractual partner shall always be carried out on behalf of the Supplier. If the goods subject to retention of title are processed together with other items not belonging to the Supplier, the Supplier and the contractual partner agree that the Supplier shall acquire co-ownership of the new item in the proportion of the value of the goods subject to retention of title (final invoice amount including value-added tax) to the value of the other processed items at the time of processing or transformation. The same shall apply to the item created through processing or transformation as applies to the goods subject to retention of title. The contractual partner shall be granted a contingent right corresponding to its expectancy right to the goods subject to retention of title in respect of the item created through processing or transformation.
If the products subject to retention of title are inseparably mixed or combined with other items not belonging to the Supplier, the contractual partner and the Supplier agree that the Supplier shall acquire co-ownership of the new item in the proportion of the value of the products subject to retention of title (final invoice amount including value-added tax) to the value of the other mixed or combined items at the time of mixing or combination. The contractual partner shall hold the goods, items, and objects in the sole or co-ownership of the Supplier in safekeeping for the Supplier.
In the event of resale of the Supplier’s goods subject to retention of title following processing or transformation, the contractual partner hereby assigns to the Supplier, by way of security, its claims for remuneration in the amount of the final invoice amount (including value-added tax) of the Supplier’s claims. If the Supplier has acquired co-ownership pursuant to Sections VI.5 or VI.6 above as a result of processing or transformation or mixing or combining the goods subject to retention of title with other items not belonging to the Supplier, the contractual partner’s purchase price claim against the purchaser (third party) shall be assigned in advance to the Supplier only in the proportion of the final amount including value-added tax charged by the Supplier for the goods subject to retention of title to the final invoice amounts of the other items not belonging to the Supplier. In all other respects, Sections VI.2 to VI.4 above shall apply accordingly to the claims assigned in advance.
If the retention of title or assignment is not effective under foreign law applicable in the jurisdiction in which the Supplier’s goods subject to retention of title are located, the security corresponding to the retention of title and assignment in that jurisdiction shall be deemed agreed. If the cooperation of the contractual partner is required to establish such rights, the contractual partner shall, at the Supplier’s request, take all measures necessary to establish and maintain such rights.
The contractual partner shall treat the goods subject to retention of title with due care and maintain them at its own expense; in particular, the contractual partner shall insure the goods subject to retention of title at its own expense in favor of the Supplier for sufficient replacement value against theft, robbery, burglary, fire, and water damage. The contractual partner hereby assigns to the Supplier all insurance claims arising from this in respect of the goods subject to retention of title. The Supplier accepts this assignment. The Supplier’s right to assert its claims for performance and/or damages shall remain unaffected.
The Supplier undertakes to release the securities to which it is entitled at the contractual partner’s request insofar as the realizable value of the Supplier’s securities exceeds the claims to be secured by more than 10%; the Supplier shall retain the right to select which securities are to be released.

VII. Description of Performance, Liability for Defects
The characteristics specified in the Supplier’s performance descriptions comprehensively and conclusively define the properties of the Supplier’s deliveries. Unless expressly agreed otherwise, the descriptions of the deliveries shall be subject to agreements on quality and shall not constitute guarantees or assurances. In case of doubt, statements made by the Supplier in connection with this contract shall not constitute guarantees or assurances within the meaning of an increased liability or the assumption of a special obligation to bear risk. In case of doubt, only express written statements by the Supplier regarding the granting of guarantees or assurances shall be decisive.
The contractual partner shall have no claims for defects in the event of only an insignificant deviation from the agreed quality.
The contractual partner’s rights in respect of defects shall, provided the transaction constitutes a commercial transaction for both parties, require the contractual partner to have fulfilled its obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). Following notification of a defect, the Supplier shall immediately inform the contractual partner whether the complained-of delivery or parts thereof are to be returned to the Supplier or whether the contractual partner should wait until the Supplier collects the complained-of delivery from the contractual partner or inspects it on site. If the Supplier requests the goods to be returned, the contractual partner shall use the same shipping method that the Supplier used for the original shipment.
If a defect exists, the Supplier shall, at its discretion, be entitled to remedy the defect or provide a new, defect-free item as subsequent performance. If one or both forms of subsequent performance are impossible or disproportionate, the Supplier shall be entitled to refuse them. The Supplier may also refuse subsequent performance as long as the contractual partner has not fulfilled its payment obligations to the Supplier to an extent corresponding to the defect-free part of the performance provided. Replaced parts shall become the property of the Supplier.
In the event that subsequent performance is impossible or unsuccessful, culpably or unreasonably delayed, seriously and finally refused by the Supplier, or unreasonable for the contractual partner, the contractual partner shall be entitled to reduce the purchase price or withdraw from the contract.
Insofar as the contractual provisions regarding the requirements and consequences of subsequent performance, price reduction, and withdrawal do not contain any provisions or contain provisions that differ from the statutory provisions, the statutory provisions governing these rights shall apply.
The statutory provisions in conjunction with the limitations of liability pursuant to Section VIII shall apply to the contractual partner’s claims for damages and reimbursement of expenses arising in connection with liability for material defects.

VIII. Other Claims, Liability
Unless otherwise provided in these General Terms and Conditions, including the following provisions, the Supplier shall be liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions.
The Supplier shall be liable for damages – irrespective of the legal basis – without limitation in cases of intent, fraudulently concealed defects, gross negligence, injury to life, body, or health, and insofar as the Supplier has assumed a guarantee for the quality of the goods.
In cases of simple negligence, the Supplier shall additionally only be liable for damages arising from a breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on compliance with which the contractual partner regularly relies and may rely), in which case the Supplier’s liability shall, however, be limited to compensation for foreseeable damage that typically occurs.
The limitations of liability arising from Section VIII.2 shall not apply to claims under the German Product Liability Act (Produkthaftungsgesetz).
Insofar as the Supplier’s liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, legal representatives, and vicarious agents.

IX. Liability for Ancillary Obligations
If, due to fault on the part of the Supplier, its legal representatives, or its vicarious agents, the delivered item cannot be used by the contractual partner in accordance with the contract as a result of omitted or faulty execution of proposals and consultations made prior to conclusion of the contract or other contractual ancillary obligations (in particular instructions for the operation and maintenance of the delivered item), the above provisions shall apply accordingly, to the exclusion of any further claims by the contractual partner.

X. Withdrawal by the Contractual Partner
Insofar as provisions of these General Terms and Conditions or statutory provisions grant the contractual partner a right to withdraw from the contract, the contractual partner shall, upon request by the Supplier and within a reasonable period, declare whether it wishes to withdraw from the contract or insist on delivery.

XI. Limitation Period
By way of derogation from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from defects in quality and title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
Statutory special provisions for third-party property claims (Section 438 (1) No. 1 BGB), fraudulent intent on the part of the seller (Section 438 (3) BGB), and claims in supplier recourse in the event of final delivery to a consumer (Section 479 BGB) shall remain unaffected.
The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the contractual partner based on a defect in the goods, unless application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in the individual case. The limitation periods under the German Product Liability Act shall remain unaffected in all cases. Otherwise, the statutory limitation periods shall apply exclusively to the contractual partner’s claims for damages pursuant to Section VIII.2.
XII. Assignment of Claims by the Contractual Partner
Claims against the Supplier in connection with deliveries to be made by the Supplier may only be assigned by the contractual partner with the Supplier’s prior written consent.

XIII. Protection of Intellectual Property
All content on the Supplier’s website, including but not limited to texts, images, graphics, and logos, is protected by copyright.
Use of this content by the contractual partner or its customers requires the Supplier’s express written permission. Any unauthorized use, reproduction, or distribution of this content is prohibited and may result in legal consequences.
The Supplier reserves the right to take legal action without prior notice and assert claims for damages in the event of copyright infringement or unauthorized use.

XIV. Return of Goods
General Principle: Returns of goods are generally excluded unless otherwise agreed in writing. This also applies to defect-free goods.
Return Procedure (RMA): If a return is exceptionally approved, the buyer must obtain a return authorization (RMA number) from the Supplier in advance. Returns without a valid RMA number will not be accepted.
Condition of Goods: Returned goods must be in their original packaging, undamaged, and in a condition suitable for resale. The Supplier reserves the right to reject returns or charge a restocking fee.
Costs: The costs of returning the goods shall be borne by the buyer unless the return is due to an error on the part of the Supplier.
Return Address: Please note that the address for goods shipments is not the postal address. Goods are accepted exclusively at the warehouse at the following address: LEDmaxx GmbH; Returns Center; Karl-Seifert-Str. 1-5; 91097 Oberreichenbach; Germany.
Credit Note: Following successful inspection of the returned goods, a credit note will be issued in the amount of the original purchase price less any applicable fees.

XV. Final Provisions
Unless otherwise specifically agreed, the place of performance shall be exclusively the Supplier’s registered office.
If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship – including bills of exchange and checks – shall be the Supplier’s registered office or, at the Supplier’s discretion, the registered office of the contractual partner. This jurisdiction agreement shall also apply to contractual partners abroad.
All rights and obligations arising from and in connection with the contractual relationship shall be governed exclusively, irrespective of conflict-of-law provisions, by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG: United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980).
Should any provision of these General Terms and Conditions or any provision of other agreements between the Supplier and the contractual partner be or become invalid, this shall not affect the validity of the remaining provisions or agreements. In place of the invalid provision, a provision shall be deemed agreed that, to the extent legally permissible and with regard to place, time, scope, and applicability, comes as close as possible to what the contracting parties intended according to the original meaning and purpose of the invalid provision.

As of: Summer 2024

LEDmaxx GmbH
Authorized Managing Director: Veronica Ceban
Registry Court: Würzburg Local Court
Registration Number: HRB 13677
VAT ID: DE305859349
WEEE Registration No.: DE 18624324