General Terms and Conditions

These General Terms and Conditions (hereinafter referred to as the “GTC”) apply to all business relationships between LTS Licht & Leuchten GmbH (hereinafter referred to as the “Supplier”) and the purchaser (hereinafter referred to as the “Customer”). These GTC apply only if the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.

These GTC shall also apply to future business relationships with the Customer even if they are not expressly referred to again.

Individual agreements concluded with the Customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or written confirmation by the Supplier shall be decisive for the content of such agreements.

These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall become part of the contract only if and insofar as the Supplier has expressly agreed to their applicability. This requirement of consent applies in any case, for example even if the Supplier, being aware of the Customer’s general terms and conditions, performs the delivery to the Customer without reservation.

All notices, declarations and notifications by the Customer relating to the contract (e.g. setting a deadline, notice of defects, withdrawal or reduction of price) must be made in written form or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence requirements, especially in case of doubts about the legitimacy of the declaring party, remain unaffected.

Conclusion of contract / contractual content

1. The Supplier’s offer is subject to change and non-binding. This also applies if the Supplier has provided the Customer with catalogues, product descriptions and technical documentation (e.g. drawings, plans, calculations, costings) prior to the conclusion of the contract, unless expressly agreed otherwise.

2. The Customer’s order of the goods shall constitute a binding offer to conclude a contract. Unless otherwise stated in the order, the Supplier shall be entitled to ac-cept this offer within one week of its receipt.

3. The Supplier declares acceptance of this contractual offer in writing (e.g. by order confirmation) or by delivering the goods to the Customer. Upon acceptance of the offer, a contract is concluded between the Customer and the Supplier.

4. Information provided by the Supplier regarding the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximate, unless exact conformity is required for usability for the con-tractually intended purpose. They do not constitute guaranteed characteristics, but descriptions or identification of the delivery or service. Customary deviations and deviations due to legal regulations or technical improvements, as well as the re-placement of components with equivalent parts, are permissible insofar as they do not impair usability for the contractually intended purpose.

Prices

1. Price calculation is based on the price lists valid at the time the Customer submits the contractual offer or the project-specific offer prices.

2. Value added tax at the statutory rate applicable at the time shall be added to the prices, insofar as not already included.

3. For orders with a net goods value of less than EUR 250.00, a small-quantity sur-charge of EUR 50.00 plus statutory VAT will be charged additionally.

4. Unless otherwise agreed, all prices apply EXW (Incoterms® 2020) and within the Federal Republic of Germany (excluding German islands). For deliveries to Ger-man islands and outside the Federal Republic of Germany, an individual agree-ment shall be made. If the Customer requests express shipment, this must be ex-pressly agreed together with the resulting express shipping costs.

5. The Supplier reserves all proprietary rights, in particular intellectual property rights and especially copyright exploitation rights, without restriction, to cost estimates, drawings and other documents (hereinafter referred to as “Documents”). The Doc-uments may only be made accessible to third parties with the Supplier’s prior con-sent and, if the order is not awarded to the Supplier, must be returned to the Sup-plier without undue delay upon request. Sentences 1 and 2 apply accordingly to the Customer’s documents; however, these may be made accessible to those third parties to whom the Supplier lawfully transfers the deliveries.

The delivery period shall be agreed individually between the Customer and the Supplier or communicated to the Customer by the Supplier after conclusion of the contract.

Compliance with delivery periods requires timely receipt of all specifications, documents, required approvals and releases to be provided by the Customer, in particular plans, as well as compliance by the Customer with the agreed payment terms and other obligations. If these requirements are not met in time, the delivery periods shall be extended appropriately, provided the delay is not attributable to the Supplier.

All delivery periods are non-binding unless expressly agreed as binding. In particular, fixed-date transactions (Section 376 of the German Commercial Code (HGB)) require an express agreement.

If the Supplier cannot comply with binding delivery periods for reasons for which it is not responsible (unavailability of performance), the Supplier shall inform the Customer without undue delay and at the same time notify the Customer of the expected new delivery period. If performance is also unavailable within the new delivery period, the Supplier shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the Customer shall be refunded without undue delay. Unavailability of performance in this sense includes in particular the Supplier’s failure to be supplied in time by its own suppliers, provided that the Supplier has concluded a congruent hedging transaction and neither the Supplier nor the supplier is at fault, or if the Supplier is not obliged to procure in the individual case.

The occurrence of default in delivery by the Supplier is governed by statutory provisions. In any case, however, a reminder (notice) by the Customer is required.

If the Supplier is in default, any claims for damages by the Customer arising from delay in delivery shall be limited to 0.5% of the (net) price for the affected delivery under the respective contract per full week of delay, but no more than 5% of the (net) price for the affected delivery under the respective contract. This limitation does not apply in the event of intent, fraudulent concealment or gross negligence by the Supplier or its legal representatives, executive employees, staff or vicarious agents.

The Customer’s rights pursuant to Clause 9 of these GTC and the Supplier’s statutory rights, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain otherwise unaffected.

Unless expressly agreed otherwise, delivery shall be made EXW (Incoterms® 2020) from the agreed place of provision.

The Supplier shall make the goods available for collection by the Customer at the agreed place of provision.

All costs and risks from the time of delivery, including transport, insurance, customs clearance and other charges, as well as the risk of accidental loss and accidental deterioration of the goods, shall be borne by the Customer.

Deviating delivery terms such as FCA, DAP or DDP require an express agreement.

For deliveries to German islands and outside the Federal Republic of Germany and for express shipment, an individual agreement shall be made.

Partial deliveries are permissible insofar as they are reasonable for the Customer, in particular if delivery of the remaining ordered goods is ensured and the Customer does not incur significant additional expenses or costs as a result.

Within a reasonable period prior to delivery of the goods, the Customer shall bindingly name to the Supplier one or more persons by name who are authorized to accept delivery and sign the delivery note. This applies in particular if delivery is to be made to a place other than the Customer’s registered office.

If the Customer unjustifiably refuses to accept the goods, is in default of acceptance, fails to perform an act of cooperation, or if delivery by the Supplier is delayed for other reasons for which the Customer is responsible, the Supplier shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). The Supplier may charge storage costs at a flat rate of 0.25% of the net invoice amount of the goods to be stored per commenced month. The assertion of higher damages remains reserved. The Customer is free to prove that the Supplier’s damage is actually lower.

The purchase price is due and payable within 30 days of receipt of the invoice and delivery of the goods.

Upon expiry of the above payment period, the Customer shall be in default. During default, the purchase price shall bear interest at the applicable statutory default interest rate. The Supplier reserves the right to assert further damages caused by default. In relation to merchants, the claim to commercial maturity interest (Section 353 HGB) remains unaffected.

The Supplier is not obliged to accept bills of exchange. These shall only be accepted in individual cases based on special agreements in lieu of performance. Payment shall only be deemed made when the cheque or bill of exchange has been honored. Discount charges and collection fees for the bill of exchange shall be borne by the drawer upon maturity of the claim and shall be payable immediately in cash.

Regardless of any payment agreements separately agreed in individual cases, claims of the Supplier shall become due immediately if circumstances arise in the Customer’s person that make it unreasonable for the Supplier to adhere to agreed payment arrangements. This is the case if there are justified indications of a material deterioration in the Customer’s financial situation, in particular suspension of payments, cheque or bill protests, or payment default, if this shows that the Supplier’s claim to consideration is jeopardized by the Customer’s lack of ability to perform. In these cases, the Supplier is also entitled to demand performance concurrently (payment against delivery) or the provision of further securities. Furthermore, the Supplier is entitled to set a reasonable period within which the Customer shall, at the Supplier’s option, perform the consideration concurrently against performance or provide security. If the period expires without result, the Supplier may withdraw from the contract.

Set-off by the Customer of (a) disputed claims or (b) claims not finally adjudicated, or (c) claims that are not reciprocal, is excluded. However, this prohibition of set-off does not apply to undisputed or finally adjudicated claims from other contractual relationships. The exercise of a right of retention by the Customer is excluded if the counterclaims do not arise from the same contractual relationship. In the event of defects, the Customer’s counter-rights, in particular pursuant to Clause 7.4 of these GTC, remain unaffected.

The delivered goods shall remain the Supplier’s property until all claims of the Supplier against the Customer arising from the business relationship have been fulfilled.

During the existence of the retention of title, the Customer is prohibited from pledging or transferring by way of security the goods subject to retention of title (hereinafter “Reserved Goods”). In the event of attachment, seizure or other dispositions or interventions by third parties with respect to the Reserved Goods, the Customer shall notify the Supplier without undue delay.

The Customer is entitled to resell the Reserved Goods in the ordinary course of business and/or to process them or combine or mix them with other goods.

In the event of resale of the Reserved Goods, the following applies: The Customer hereby assigns to the Supplier by way of security in full the receivables arising from the resale against its customer. The Customer remains authorized to collect the receivables assigned by way of security as long as this authorization is not revoked. The authorization may be revoked if the Customer culpably fails to meet its contractual obligations or no longer meets them. Upon revocation, the Supplier is entitled to disclose the assignment. The Customer shall provide without undue delay the documents necessary for notification of the assignment and for collection. The Customer is not entitled to pledge or assign (by way of security) the assigned receivables.

A resale in the ordinary course of business does not exist if the Customer, contrary to Clause 6.2, pledges, transfers by way of security and/or subjects the Reserved Goods to factoring and/or sale-and-lease-back transactions.

In the event of processing of Reserved Goods, the following applies: Processing shall be carried out on behalf of the Supplier and for the Supplier as manufacturer within the meaning of Sections 950 et seq. BGB. In this case, the Supplier shall be entitled to ownership of the item created by processing in the proportion of the value of the Reserved Goods to the value of the new item at the time of processing. The Supplier shall likewise be entitled to co-ownership on a pro rata basis of the new item if, in addition to the Reserved Goods, goods of third parties are processed. If the Customer resells the new item, it hereby assigns to the Supplier by way of security the claim arising from such resale in the amount of the value of the Reserved Goods.

In the event of damage or other impairment of the Reserved Goods, the Customer shall notify the Supplier without undue delay. If the Customer has claims against third parties due to such damage or impairment, it hereby assigns such claims to the Supplier by way of security.

If the realizable value of all securities to which the Supplier is entitled exceeds the total amount of secured claims by more than 10%, the Supplier shall, at the Customer’s request, release a corresponding part of the securities at the Supplier’s discretion.

In the event of breaches of duty by the Customer, in particular payment default, the Supplier shall be entitled to withdraw from the contract in accordance with statutory provisions and to repossess the Reserved Goods. The Customer is obliged to surrender them.

The Customer’s rights in the event of defects in quality and title shall be governed by statutory provisions unless otherwise provided below in this Clause 7. In all cases, the statutory special provisions for final delivery of the goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b BGB) remain unaffected; however, for claims for damages, Clause 9 applies in this case.

The Customer shall inspect the goods sent to it without undue delay for proper condition and shall notify the Supplier of obvious defects within ten days of receipt of the goods. For hidden defects, this period begins upon discovery. If the Customer fails to properly inspect and/or to notify defects, the Supplier’s liability for the defect not notified, not notified in time, or not properly notified shall be excluded in accordance with statutory provisions.

In the event of defects, the Supplier shall be entitled, at its option, to remedy the defect (repair) or to deliver a replacement (subsequent delivery). The Supplier’s right to refuse subsequent performance under statutory conditions remains unaffected.

The Supplier is entitled to make subsequent performance dependent on the Customer having paid the due purchase price. However, the Customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

If the Supplier delivers a defect-free item for the purpose of subsequent performance, the Customer shall return the defective item. This applies accordingly to defective components if these are replaced with defect-free ones as part of repair. Sections 439 (2), (3) and (4) BGB and Section 445a BGB remain unaffected.

If subsequent performance has failed or a reasonable deadline to be set by the Customer for subsequent performance has expired unsuccessfully, the Customer 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.

Warranty claims of the Customer do not exist in the case of natural wear and tear or damage occurring after transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences not assumed under the contract. If improper modifications or repair work are carried out by the Customer or third parties and a defect is thereby caused, no warranty claims exist for such defect and the resulting consequences.

Clause 9 applies to claims for damages due to defects.

Further or other claims of the Customer against the Supplier due to a defect than those regulated in this Clause 7 are excluded.

The limitation period for warranty claims is one year from delivery. This does not apply in the following cases: (a) defects fraudulently concealed; (b) liability under the Product Liability Act; (c) a guarantee assumed by the Supplier for the products; and (d) cases under Sections 438 (1) No. 2, 445a and 445b BGB; in the case of claims for damages, this also does not apply in the following cases: (a) injury to life, body or health; and (b) intent, fraudulent conduct or gross negligence of the Supplier or its legal representatives, executive employees, staff or vicarious agents. In the aforementioned cases, limitation is governed exclusively by the statutory limitation periods.

For LED standard products, the Supplier offers a five-year guarantee. The guarantee conditions of the Supplier apply, which are available at: https://www.lts-light.com/service/garantie. 

The return of non-defective goods by the Supplier requires the Supplier’s prior consent; the Customer has no entitlement to such return. For this purpose, the Supplier shall send a return merchandise authorization slip to the Customer. Returns shall be accepted exclusively under the conditions stated on the return slip, which the Customer accepts by returning the goods. The Supplier will accept returns of LED products only within 90 days and only in original sealed packaging. In the event of returns without a return slip, the Supplier is entitled to refuse acceptance of the goods.

For the return of goods, the Supplier charges flat-rate handling costs amounting to 20% of the value of the goods. The Customer remains free to prove that the Supplier’s damage is actually lower. In addition, the Customer shall bear all transport costs as well as costs of packaging, repackaging and any repair/refurbishment.

Goods manufactured individually according to customer specifications are excluded from return and exchange.

The Supplier shall be liable only in the event of (a) assumption of a guarantee; (b) liability under the Product Liability Act; (c) intentional, fraudulent or grossly negligent conduct; (d) injury to life, body or health; or (e) breach of material contractual obligations, i.e. obligations whose fulfilment is essential for the proper performance of a contract and on whose fulfilment the customer regularly relies and may rely.

In the event of a slightly negligent breach of material contractual obligations, the Supplier’s liability shall be limited to foreseeable damages typical for the contract.

Otherwise, the Supplier’s liability is excluded, regardless of the legal basis (e.g. contract, tort, indemnification, etc.).

Insofar as the Supplier’s liability is limited or excluded under the above provisions of this Clause 9, this shall also apply to the corresponding personal liability of the Supplier’s legal representatives, executive employees, staff or vicarious agents.

The limitations and exclusions of liability set forth in Clause 3.6 remain unaffected.

The legal relationship between the Supplier and the Customer shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

If the Customer is a merchant or a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship shall be the Supplier’s registered office. The Supplier is also entitled to sue at the court having jurisdiction over the Customer’s registered office. Mandatory provisions on exclusive jurisdictions remain unaffected by this provision.

Should any provision of these GTC or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Version: 11th December 2025