1.1. Deliveries and services of Luminaria GmbH & Co. KG (hereinafter referred to as “LUMINARIA” or “we”/”us”) are performed exclusively in accordance with these General Terms and Conditions of Business and Supply in the version valid at the time of contract conclusion.
1.2. These terms and conditions only apply with regard to commercial entities. Commercial entities are natural or legal persons or partnerships with legal personality who enter into a commercial relationship with us and do so in exercise of their commercial or professional activities. Customers in terms of these General Terms and Conditions of Business and Supply are all commercial entities who receive deliveries or services from LUMINARIA PRODUCTS.
1.3. We hereby reject deviating terms and conditions and contractual offers of the Customer. They shall not become a part of the contract.
2.1. The subject of the delivery or service shall be the goods and/or services offered by us and ordered by the Customer. Provided nothing to the contrary is explicitly stated in the offer, the specifications and prices shall refer to the particular articles offered, but not to any accessories or decorations pictured with the articles, e.g. in the catalogue. Deviations from standard designs shall only be binding if this is agreed in writing. The assumption of a guarantee obligation (in particular of a guarantee with regard to quality or shelf life) shall require written agreement using the designation “guarantee”.
2.2. Our offers are subject to change. The contract shall be deemed concluded upon acceptance of the order by us. Acceptance of the order may be made electronically, in writing, by telex or by executing the order. Should the order be deemed an offer to conclude a contract, we may accept this offer within a period of two weeks.
2.3. Deviations of the delivered goods which are customary in the trade or minor and technically unavoidable as well as minor deviations from images of the ordered goods due to material and manufacturing may not be claimed as defects if the deviation may reasonably be expected to be acceptable to the Customer.
3.1. Unless otherwise agreed in writing, shipping shall only take place by order, at account of and at the risk of the Customer.
3.2. Agreements regarding dates and deadlines must be in writing. Any agreed delivery terms shall commence on the date of confirmation of the delivery term by LUMINARIA PRODUCTS.
3.3. Should we be unable to deliver the goods ordered through no fault of our own, because our supplier has failed to meet its contractual obligations to us, we shall be entitled to rescind. However, this right of rescission shall only apply if we have concluded a congruent covering transaction with the supplier in question (binding, punctual and sufficient supply of the goods) and are not responsible for the non-delivery in any other manner. In such a case, we shall immediately inform the Customer that the goods ordered are unavailable. We shall immediately reimburse considerations already rendered by the Customer.
3.4. Part-deliveries and part-services are permitted within the limits of reasonableness. Additional costs incurred through part-deliveries shall be borne by us unless the Customer has requested the part-delivery. We shall not be deemed in default in cases of delay due to force majeure, operational failure, strikes, etc., regardless of whether these occur in our own business or in that of our suppliers or sub-suppliers, nor in cases of weather-related delays in delivery.
3.5. In cases of delays to delivery and service performance for which we do not bear responsibility we shall be entitled to postpone delivery or service performance by the duration of the obstacle plus a period of two weeks. We shall immediately inform the Customer in writing should any such delay occur. Any further claims of the Customer shall be excluded in such cases. In cases of delays for which we are responsible, commercial entities shall only have the right to rescind the contract, under exclusion of the right to claim damages.
4.1. In case of defects of goods supplied by us the Customer shall initially have a right to subsequent performance free of charge. We shall, at our choice, either repair defective goods (remedial works) or replace them in whole or in part with goods free from defects (supplementary delivery). Where two attempts at rectifying defects fail or the rectification of defects is not successful within a reasonable period of time the Customer may demand cancellation of the purchase or a reasonable reduction in the purchase price.
4.2. Claims for defects are conditional upon an immediate inspection of the goods after receipt by the Customer and an immediate, written notification of defects. The notification of defects must be received by us within a period of one week of handover of the goods to the recipient. In the event of delayed notifications of defects, claims and rights of the Customer for defects which would have been detectable in the course of a proper inspection shall be excluded.
4.3. The limitation period applicable to commercial entities for claims for defects regarding goods supplied by us shall be one (1) year, unless we are subject to a longer period of liability by mandatory provision of statute (in particular for any guarantee claims).
5.1. We shall be liable for claims for damages (e.g. resulting from positive breach of contract, tort, organisational liability, fault at contract conclusion) if and to the extent that we or our vicarious agents are guilty of intent or gross negligence or in case of a breach of essential contractual duties which are of decisive importance for the attainment of the contractual aim (“cardinal duties”).
5.2. All other liability of LUMINARIA PRODUCTS shall be excluded. LUMINARIA PRODUCTS shall not be liable for lost profits.
5.3. The above limitations of liability shall not apply to liability resulting from intent or any assumed guarantees or liability resulting from injury to life, body or health or liability in accordance with the Product Liability Law. Where our liability is limited or restricted on the basis of the above provisions this shall also apply to the liability of our employees, representatives and vicarious agents.
5.4. The Customer shall be liable to us for ensuring that models supplied by the Customer and their implementation according to the Customer’s instructions does not infringe any rights of third parties. The Customer shall indemnify us in this regard against any costs arising from an infringement of the rights of third parties (in particular including reasonable costs of legal defence) if we have immediately informed the Customer in writing of the claim by a third party.
6.1 Unless otherwise agreed in writing, the current price list of LUMINARIA PRODUCTS at the time of ordering shall apply to our deliveries and services. Unless especially stated our prices are quoted exclusive of statutory VAT and shipping costs. Prices and offers are non-binding unless designated by us as binding or unless they have become an integral part of the contract.
6.2. Subject to a separate agreement in writing, we shall only make delivery in return for pre-payment after invoice.
6.3. We shall be free to choose the means of shipping unless a particular type of transport has been agreed with the Customer. The shipping and packaging fees of LUMINARIA PRODUCTS which we have stated to the Customer in the course of order acceptance apply. Except in the case of supplementary delivery for defective goods or goods delivered in error the Customer shall pay the costs of shipping the goods to the Customer, unless otherwise agreed in individual cases.
6.4. Payments must be made by the Customer within five calendar days of receipt of the order confirmation by the Customer and invoicing. Deviating payment terms require written agreement.
6.5. Payments are always deemed to settle the oldest liability. Where costs of collection and interest have already been incurred, payment shall initially be deemed to settle costs, then interest, and at last the principal claim. The Customer shall only be entitled to settle up against accounts receivable if its counterclaims have been acknowledged by us or recognised by declaratory judgment. The Customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
7.1 We reserve title to the purchased goods until receipt of all payments from the delivery agreement. In the case of conduct by the Customer that infringes the agreement, especially payment default, we shall be entitled to repossess the purchased goods. Repossession of the purchased goods by us shall constitute withdrawal from the agreement. After repossession of the purchased goods, we shall be entitled to their realisation; the realisation proceeds are to be credited to the liabilities of the Customer, less appropriate realisation costs.
7.2 The Customer is under obligation to handle the purchased goods with care; it shall in particular be obliged to insure them adequately at its own expense at replacement value against damage by fire, water and theft.
7.3. The Customer must immediately inform us in writing of any pledging or other interference of third parties.
8.1. The Customer is under obligation to comply with the following safety notices and agree compliance therewith with his clients in accordance with this agreement:
IMPORTANT: CANDLES POSE A RISK OF FIRE AND SCORCHING. Burning candles are naked flames. Never leave a candle BURNING unsupervised! Keep away from inflammable items and substances, children, pets and persons with impaired senses!Keep suitable extinguishing devices within reach! Always place the LANTERN on a horizontal, non-flammable surface where there is no risk of tilting. Always place the candle vertically and straight in the middle of the lantern. Only use undamaged lanterns. Do not move the lantern while the candle is burning or still hot. ENSURE ADEQUATE ROOM VENTILATION! THE CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH THESE SAFETY NOTICES.
8.2. The Customer is under obligation and responsible for the compliance with legal provisions (in particular safety provisions) for the distribution of our products in the Customer’s country and recipient countries served by the Customer’s resale activities.
8.3. Warning notices must not be removed from packaging. A resale of our products without warning notice is not permitted.
We may support the Customer in the distribution of the goods procured from us at our discretion. Where we provide the Customer with sample and advertising material (e.g. samples, information material, catalogues) free of charge or against a nominal fee we reserve title to the items. Any rights of retention of the Customer to such materials are excluded. Any use contrary to their intended purpose, in particular to present goods other than those procured from us, is expressly prohibited.
The trademarks, designs, graphic representations, logos, photographs, animations, sounds, texts, videos etc. used by us are the intellectual property of their respective owners and may only be used, replicated or represented with the express permission of the authorised parties. The Customer may not register Internet domains or trademarks with trademarks or names of the companies or products managed and provided by us. The Customer undertakes to refrain from purchasing, creating or commissioning the manufacture of imitations of our products.
The law of the Federal Republic of Germany shall apply to the commercial relationship, under exclusion of the UN Convention on Contracts for the International Sale of Goods.
Updated: May 8th 2013