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General sales, delivery and payment conditions

Status: November 2017

1.  scope

    All deliveries and services of REBO Lighting & Electronics  GmbH, hereinafter referred to as REBO for short, are made exclusively on the basis of these general terms and conditions of sale, delivery and payment. Regulations that deviate from this, in particular the terms and conditions of contractual partners, only apply if they have been expressly confirmed in writing by REBO before the contract is concluded. REBO is not obliged to contradict contract forms or terms and conditions of contractual partners, even if the validity of the same is stated in the terms and conditions as an express condition for the business transaction. 

      Offer and conclusion of contract

      1. All offers are non-binding unless they are expressly designated as binding in writing by REBO. Declarations of acceptance and all orders require written confirmation by REBO to be legally effective. The same applies to changes or additions to an order.

      2. REBO reserves all property rights and copyrights to illustrations, drawings, calculations and other documents and data, regardless of the data carrier; they may not be made accessible to third parties. Any transfer to third parties requires the prior, express written consent of REBO.

      3. Contracts only come into being through the written order confirmation from REBO or through the delivery of the goods. In the latter case, the invoice is also valid as an order confirmation. Delivery notes and invoices are created automatically and are therefore valid without a signature.

      4. The information on REBO's services contained in price lists, catalogs and advertising media does not constitute an offer and does not oblige us to deliver. The object of purchase only offers the level of security that can be expected on the basis of approval regulations, operating, assembly and operating instructions, REBO regulations on the treatment of the object of purchase - in particular with regard to any mandatory checks - and other information provided.

      5. Verbal declarations, additions and ancillary agreements require written confirmation by both contractual partners to be effective.

      6. If import and/or export licenses, foreign exchange permits or similar permits are required for the execution of the contract, the contractual partner who is responsible for procurement is obliged to make all reasonable efforts to provide the necessary licenses or permits in good time .

      3. Prices

      1. REBO's prices valid on the day of delivery plus sales tax at the applicable statutory rate are charged.

      2. The prices quoted are “ex works” excluding packaging, shipping and/or customs, which will be invoiced separately.

      3. The information on weight, dimensions, price, performance and the like contained in catalogues, brochures, circulars, advertisements, illustrations and price lists etc. or resulting from samples are only relevant if they are expressly referred to in the offer and/or the order confirmation is taken.

      4. If no fixed price agreements have been made, REBO reserves the right to change the prices of deliveries made 3 months or more after the conclusion of the contract if cost increases occur after the conclusion of the contract, in particular due to wage agreements or changes in material prices. These are proven to the customer on publishers.

      4. Delivery

      1. Delivery times and dates are non-binding unless they are expressly designated as binding in a written agreement and do not begin before all technical details of the order have been finally agreed. REBO is entitled to make partial deliveries. The delivery period is met if we have placed the shipping order before it expires or have informed the contractual partner that the goods are ready for shipping. Subsequent requests for changes and additions by the contractual partner extend the delivery period appropriately.

      2.  In the event of a delay in delivery, the contractual partner must grant us a reasonable grace period of at least 2 weeks before exercising the legal consequences, asserting claims for damages or withdrawing from the contract.

      3.  Section 7 applies to claims for damages by the contractual partner due to delay or impossibility for which we are responsible.

      4. Force majeure as well as subsequent inability of REBO or its suppliers through no fault of their own, in particular traffic and operational disruptions, lack of energy, strikes or lockouts, entitle REBO to postpone deliveries for the duration of the disruption and the scope of its effectiveness. If the service to be provided becomes impossible as a result of an impediment for which we are not responsible, we are entitled to withdraw from the contract.

      5. Shipping

      1. Shipping is "ex works" at the expense and risk of the customer, unless another shipping method has been expressly agreed.

      2.  Unless otherwise specified, the transport will be carried out by a forwarding agent/carrier of our choice, without liability for cheapest shipping. By selecting the forwarder/carrier, REBO does not assume any risk for the transport. The goods that are delivered at the expense of REBO also pass risk from REBO to the customer at the time of handover to the carrier. If the shipment is delayed when the customer has agreed to collect the goods through no fault of REBO, the risk passes to the customer on the day on which REBO is to make the goods available.

      3. Shipments that show signs of (attempted) unauthorized opening by third parties or other damage upon arrival may only be received with reservations. The customer must immediately apply for an official statement from the forwarding agent/carrier, train or post office. Until then, the shipment must remain unpacked.

      4. If goods are taken back by us, this is only considered a withdrawal from the contract if we expressly confirm this in writing. For us, however, the seizure of goods always means withdrawal from the contract.

      5.  The invoiced outer packaging will be credited with two thirds of the calculated value if it is returned carriage paid, provided it arrives in good condition and can be reused in its type. 

      6. Goods that are in accordance with the contract may only be returned by the contractual partner with our consent. We are entitled to charge 10% of the value of the goods for the necessary checking and repackaging of the goods for the next customer.

      7.  Customized products cannot be returned.

      6. Export

      1. The goods supplied by us may not be sold in an uninstalled state in countries other than those of the European Union without our written consent. In the event of a breach, in addition to the right to claim damages, we also have the right to cancel the current orders.

      2. If the goods sold are exported, the contractual partner is obliged to arrange for the necessary export and customs permits, etc., at his own expense.

      3. REBO is not liable for the reliability of the export of the goods and their compliance with the legal and technical regulations of the importing country, but also not for the fact that they correspond to the technical status in the importing country.

      7.  Warranty and liability

      1. If the delivery takes place in business transactions between companies, the contractual partner is obliged to immediately check the goods received and the services provided to ensure they are free of defects and to report any defects and quantity deviations found in writing immediately, but no later than 3 days after receipt of the goods, stating the invoice and delivery note number close. If the contractual partner asserts claims for damages against REBO, he is obliged to provide evidence of both the causation and the fault of REBO.

        2. Unless otherwise expressly stipulated by law, the contractual partner's claims for material defects shall become statute-barred after one year in the case of a contract between companies.

      3. Complaints about defects do not entitle the customer to withhold part or all of the invoice amounts.

      4. In the event of a justified and timely complaint, REBO has the right to decide whether the defect will be remedied itself or by an authorized third party, to have the defective goods returned or to have the defective goods replaced. If you decide on the latter, a replacement delivery will be made free of charge. If the replacement delivery ultimately fails, the customer can choose to reduce the purchase price or withdraw from the contract; further claims cannot be asserted.

                 REBO only has to pay for the costs of a remedy of defects carried out by the contractual partner if this remedy of defects has previously been approved by REBO in writing.

      5. The warranty obligation only applies to defects that occur under compliance with the intended operating conditions and normal use. We are not liable for damage resulting from improper use, incorrect operation and treatment, incorrect specifications and information, non-observance of the installation conditions, natural wear and tear, neglected maintenance, unsuitable operating materials, chemical, electrochemical or electrical influences, etc.

      6. REBO's liability for consequential damage to the contractual partner is excluded for any type of economic damage, in particular for lost profit.

      7. Information in catalogues, specifications and other product descriptions are only to be understood as quality or durability guarantees if they are expressly designated as such in writing.

      8. If REBO has caused damage through slight negligence, a claim for damages against REBO based on the statutory provisions only exists in the event of a breach of essential contractual obligations. This claim for damages is limited to contract-typical damages. This limitation does not apply to injury to life, limb or health. Claims under the Product Liability Act remain unaffected.

      9. The personal liability of REBO's legal representatives, vicarious agents and employees for damage caused by them through slight negligence is excluded.

      8. Retention of Title

      1. REBO retains ownership of all goods delivered by it in a comprehensive form (simple, extended and extended retention of title with current account and balance clause) until the goods have been paid for in full; in this case, all deliveries are considered to be one coherent delivery transaction. In the case of a current account, the retention of title shall serve as security for REBO's balance claim.

      2. The assertion of the retention of title does not require rescission, does not count as rescission of the contract and does not release the contractual partner from its obligations, in particular to payment of the purchase price.

      3. We must be informed immediately in writing of seizures and other threats to our rights emanating from third parties, with all the information we need for an action for intervention in accordance with Section 771 of the Code of Civil Procedure.

                 Insofar as we suffer a loss because a third party is unable to pay us the court and out-of-court costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure, the contractual partner shall be liable.

      4. Processing or transformation of our goods by the contractual partner takes place exclusively for us. When processing with other goods that do not belong to us, we are entitled to co-ownership of the new item in the ratio of the invoice value of our reserved goods to the purchase price of the other processed goods (at the time of processing). For the rest, the provisions on reserved goods apply accordingly to the new item.

                 If our reserved goods are inseparably mixed with other items, we are entitled to co-ownership of the new item in relation to the invoice value of our reserved goods to the purchase price of the other mixed items (at the time of mixing). The contractual partner keeps the sole and joint ownership for us.

      5. The contractual partner is authorized to resell our reserved goods in the ordinary course of business. The contractual partner hereby assigns to us in advance all claims against third parties arising from this, in the amount of the respective invoice value (including value added tax). Irrespective of this assignment, REBO remains entitled to collect the claims.

      Upon request, the contractual partner must inform us of the claims that have arisen together with their debtors and provide us with all the information and documents required for the collection of the claim. At our special request, the contractual partner shall notify the relevant third-party debtor of the assignment to us.

                 The above assignment to secure our claims also includes claims that the contractual partner acquires against a third party as a result of our reserved goods being connected to a property. The assignment regulation also applies to processed, transformed and mixed reserved goods.

      6. We undertake, at the request of the contractual partner, to release securities that he has made available to us under this contract, insofar as they are no longer required to secure our claims, not just temporarily, in particular if they exceed the value of our claims to be secured and not yet exceed the repaid claims by more than 10%.

      7. Unless the transfer of ownership of tools that are manufactured or procured by REBO specifically for the manufacture of the goods to be delivered to the contractual partner has not been expressly agreed in writing, these tools remain the property of REBO.

                 The contractual partner also acquires in the case of complete  Reimbursement of the production costs for these tools does not entitle the holder to transfer ownership of the tools themselves.

      9. Terms of Payment

      1. Payments are to be made within 30 days of the invoice date without deduction, unless another payment method has been agreed

                 If the payment deadline is exceeded, the statutory default interest rate (§288 BGB) applies.

      2. Sales representatives are only authorized to accept payments with written authorization.

      3. Bills of exchange and checks only count as payment once they have been honoured. Payments by bill of exchange must be agreed in writing beforehand. All exchange charges are at the expense of the contractual partner.

      4. REBO is entitled to deliver goods only against advance payment if the contractual partner is a new customer or it turns out after the conclusion of the contract that the contractual partner does not have sufficient creditworthiness.

      5. If the contractual partner is in arrears with a payment, all of our claims are due for immediate payment regardless of the payment term granted; this also applies if we have accepted bills of exchange or checks. In each of these cases, we are entitled to refuse deliveries that have not yet been made or to make them dependent on an advance payment or security deposit, to set a reasonable grace period for this and to withdraw from the contract after the deadline has expired without result or to demand compensation for non-performance. REBO is entitled to offset payments against accrued interest, its own dunning costs, third-party collection and legal costs.

      6. Retention of payments or offsetting against counterclaims by the contractual partner is excluded unless these have been expressly acknowledged in writing by REBO or have been legally established.

      10       Jurisdiction, choice of law

      1. The place of performance is REBO's registered office. The law of the Federal Republic of Germany applies exclusively, excluding the provisions of international private law and the UN Sales Convention ("CISG").

      2. The court in whose district REBO has its headquarters is responsible for all disputes arising from or about the contractual relationship. However, REBO can also sue at the contractual partner's registered office.

      3. If a contracting party stops making payments or if insolvency proceedings are filed against its assets or if court or out-of-court composition proceedings are applied for, the other contracting party is entitled to withdraw from the unfulfilled part of the contract.

      4. Should a provision of these conditions and the further agreement made be or become ineffective, the validity of the rest of the contract shall not be affected thereby. The contractual partners are obliged to replace the invalid provision with a provision that comes as close as possible to the economic success.

      5. REBO is entitled to store and process the contractual partner's data to process the business relationship in compliance with the provisions of the Federal Data Protection Act.

      Allgemeine Verkaufs-, Liefer- und Zahlungsbedingungen: Impressum
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