GTC

I. General information
(1) Planlicht GmbH & Co. KG and its affiliated companies (in short „entrepreneur“) concludes contracts with its customers exclusively on the basis of these General Terms and Conditions of Business and Delivery (in short „GTC“). The customer waives the right to amend these GTC by sending his own terms and conditions. Should such terms and conditions nevertheless be or have been sent by the Customer, the Customer waives any legal effects arising therefrom. Once the terms and conditions of the entrepreneur have come into force between the entrepreneur and a customer, they shall also apply to all future contracts between them. The cancellation, amendment or modification of contracts must be made in writing in order to be valid. Should a company affiliated with Planlicht GmbH & Co. KG includes its individual terms and conditions in an enquiry or order, these shall take precedence.

(2) Without written authorisation from the entrepreneur, employees are prohibited from making promises that cancel, supplement or amend these terms and conditions; if such promises are binding for the entrepreneur under the Consumer Protection Act, he may withdraw from the contract at any time.

(3) The Customer is not permitted to transfer his rights and obligations arising from the contract with the Contractor to third parties without the Contractor's written consent. All commercial and technical documents prepared or provided by the Contractor are sales aids and remain the property of the Contractor. Any distribution and utilisation requires the written consent of the Contractor. Sales aids may only be used for the presentation and marketing of the Contractor's products. In particular, such documents may not be made accessible to third parties. The entrepreneur is free to demand the return of such documents and sales information at any time without giving reasons.

II Offers
(1) Offers received by the entrepreneur from the customer shall only be accepted by the entrepreneur by written declaration of acceptance or by actual fulfilment; the customer making the offer shall be bound by his offer for a period of four weeks from receipt by the entrepreneur.

(2) Offers made by the Contractor as well as the content of other business documents (cost estimates, circulars, catalogues, price lists, brochures, advertisements, illustrations, etc.) are always subject to change and non-binding and can be amended and revoked by the Contractor. The calculations in the offer shall only apply if the entire goods or quantity offered are ordered.

(3) Should cost increases of more than 15 % occur after the order has been placed, the Contractor shall inform the Customer immediately. Should unavoidable cost increases of more than 15 % occur after the order has been placed, the Contractor shall also inform the Customer thereof without delay. In the event of unavoidable cost overruns of up to 15 %, a separate notification is not required and these costs can be invoiced without further ado.

(4) The Customer shall provide the Contractor with timely and complete access to all information and documents required for the provision of the service. He shall inform him of all circumstances which are of significance for the performance of the contract, even if these only become known during the performance of the contract. The customer shall bear the costs incurred if work has to be repeated or delayed by the contractor as a result of incorrect, incomplete or subsequently amended information provided by the customer.

(5) Furthermore, the customer is obliged to check the documents (photos, logos, etc.) provided for the execution of the contract for any copyrights, trademark rights, labelling rights or other rights of third parties (rights clearing) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the event of merely slight negligence or after fulfilment of its duty to warn, the Contractor shall not be liable - at least in its internal relationship with the Customer - for any infringement of such third-party rights by the documents provided. If a claim is made against the Contractor by a third party due to such an infringement of rights, the Customer shall indemnify and hold the Contractor harmless and support it in the defence against any third-party claims. The Customer shall provide the Contractor with all documents for this purpose without being requested to do so.

(6) Furthermore, the customer is obliged to check the documents and plans provided for the execution of the contract, including the technical preliminary remarks, with regard to correctness, expediency, completeness and conformity as well as all dimensions and measurements. He shall indemnify and hold the Company harmless for any damage resulting from a lack of inspection.

III Delivery and terms of delivery
(1) Unless expressly agreed otherwise in writing, the delivery periods and dates are subject to change and non-binding. The delivery period begins with the legally effective conclusion of the respective contract, but not before complete clarification of all details concerning the planning and execution and not before payment of an agreed down payment. In the event of a subsequent amendment to the respective contract, the Contractor shall be entitled to unilaterally reassess the delivery period and delivery date, even if a binding written commitment has been made.

(2) Unless otherwise agreed, the services are agreed ex works (warehouse) of the entrepreneur and at the expense and risk of the customer; this also applies to partial deliveries. If collection has been agreed, the risk shall pass when the goods are made available for collection. If the customer does not take over the goods as agreed, the risk shall pass to the customer on the agreed date and the customer shall be obliged to bear all costs for storage, whether with the contractor or with third parties. The costs for storage shall amount to a maximum of EUR 250.00 per day. If the goods are to be delivered by the entrepreneur to a specific location as a result of a separate agreement, the delivery there shall not be deemed carriage paid without further agreement. The entrepreneur is free to choose the means of transport. The risk shall pass to the customer upon handover to the forwarding agent or carrier, irrespective of any subsequent acceptance by the customer. In our core markets of Austria, South Tyrol, Switzerland, Germany, France and Finland, delivery and fulfilment of the delivery period shall be carriage paid to the named place of destination (CPT) in accordance with the INCOTERMS version of the International Chamber of Commerce in Paris valid on the day the contract is concluded. Unless expressly agreed otherwise in writing, delivery within Austria shall be free of charge from a net order value of EUR 350 to Germany and Switzerland, South Tyrol from a net order value of EUR 750, to France from a net order value of EUR 500 and to Finland from a net order value of EUR 1000. For shipments below the aforementioned amount, the freight costs shall be borne by the customer. The freight costs are set at different levels depending on the country of destination or customer country. The customer will be informed of the exact amount in advance. The Contractor reserves the right to make deliveries by cash on delivery. In addition, the Contractor is entitled to charge the Customer a surcharge of 1 % of the net value of the goods to cover any claims arising from concealed defects caused by transport.

(3) If the fulfilment of a contract is hindered by force majeure (e.g. strikes, major operational disruptions and all circumstances that make delivery considerably more difficult or impossible) and if this cannot be remedied by the Contractor or can only be remedied in an economically unreasonable manner, the Contractor shall be released from its contractual obligations without the Customer being entitled to claim damages. Once the impediment has ceased to exist, the Contractor shall be entitled to fulfil the delivery or service or to withdraw from the contract with regard to the part not yet fulfilled. In this case, the Customer may request the Contractor in writing to declare whether it wishes to withdraw from the contract or deliver within a reasonable period of time. If the Contractor does not respond within 14 days of receipt of the written request, the Customer may withdraw from the contract, waiving any claims for damages.

(4) If the customer is absent on the notified delivery date or fails to make the necessary arrangements for the execution of the (partial) delivery, the service or delivery shall be deemed to have been accepted. Risk and costs shall be transferred to the customer, unless they have already been transferred earlier. If the customer does not accept the contractual goods or services at the right place or at the right time, the contractor may in any case either demand fulfilment or withdraw from the contract after setting a reasonable grace period; in this case, the customer shall be liable for all damages incurred as a result.

(5) If the entrepreneur is responsible for the delay, the customer may, after setting a reasonable grace period of at least 14 days in writing, either demand fulfilment or declare withdrawal from the contract. The declaration of cancellation must be made by the customer in writing, unconditionally and specifically when the grace period is set. Withdrawal from the contract shall only be effective if the entrepreneur also culpably fails to meet the grace period. Further claims, in particular claims for damages, are expressly excluded to the extent permitted by law.

(6) The Contractor shall be entitled, without incurring any consequences of default, to make compliance with delivery periods and deadlines dependent on the receipt of agreed advance payments, on the timely payment of outstanding claims, on the clarification of subsequently arising open questions, on the fulfilment of all technical and spatial requirements and on the fulfilment of all other contractual obligations.

(7) In the absence of an express written agreement to the contrary, the Contractor shall be entitled to make partial and advance deliveries and to issue corresponding partial invoices for these.

(8) Obvious transport damage or defects must be reported by the customer to the freight forwarder and the contractor immediately upon receipt of the delivery and confirmed by them. Transport damage or defects that were not recognisable in the packaged condition must be reported to the freight forwarder and the contractor within three days of receipt of the goods, otherwise any processing of transport damage or defects via the contractor is excluded.

(9) If the customer's facilities are required for the installation of products (e.g. Wi-Fi, building services), the customer must ensure that all access points are made available in good time.

IV. Withdrawals
Subject to the express written consent of the entrepreneur, returns require express prior written notification and can only be made within four weeks of the date of delivery/service. In the event of the Contractor's consent, only faultless, technically up-to-date and originally packaged goods will be taken back. Depending on internal expenses, the customer will be charged at least 20 % of the value of the goods (at least EUR 10.00) for handling costs. Any transport costs incurred for returns of any kind shall in any case be borne in full by the customer. Reference is made to the judicial right of moderation pursuant to § 7 KSchG.

V. Sample deliveries
Samples can be made available for four weeks by arrangement. In the case of sample deliveries, the payment term is extended by the specified retention period. The postage for the outward and return delivery shall be borne by the customer. Sample deliveries shall only be taken back and credited by the Contractor if they correspond in scope and quality to the original delivery, no mechanical assembly has been carried out and the goods are undamaged. Light sources of all kinds are excluded from return.

VI Terms of payment
(1) Unless expressly agreed otherwise in writing, prices (charges) for sales of the Contractor's goods shall apply ex works (warehouse) in euros net plus the applicable statutory value added tax, including packaging but excluding freight, insurance, customs duties, fees or other ancillary costs. Price increases due to increases in production costs (in particular material prices, wages, general overheads, etc.) between the conclusion of the contract and fulfilment shall be charged to the customer and shall be borne by the customer. Orders without price determination shall be invoiced at the Contractor's usual prices applicable on the day of invoicing. Technical changes or deviations from specifications of any kind are to be accepted by the customer at the usual price, provided they do not conflict with the intended purpose of the customer.

(2) Unless otherwise agreed in writing, the remuneration including all ancillary charges (VAT etc.) shall be due within 14 days of the invoice date without deduction and discount.

(3) Invoicing shall be carried out exclusively by electronic means.

(4) The entrepreneur is not obliged to accept cheques. Payments by cheque shall only be made on account of payment. All charges and bank commissions in connection with transfers of any kind whatsoever shall be borne by the customer. In the case of bank transfers and cheques, the date on which the account is credited or the cheque is cashed shall be deemed to be the date of receipt of payment. In the event of late payment, the statutory default interest plus reminder fees shall be agreed. In addition, any discounts and other price reductions shall lapse in the event of legal action to recover the amount owed and the gross list prices shall be deemed to be owed.

(5) In the event of default on even a single (partial) payment, the deadline shall be lost and all invoices and claims shall be due immediately without the need for the Contractor to expressly declare them due. The same applies in the event of a significant deterioration in the customer's financial circumstances. In this case, the Contractor shall also be entitled to withdraw from the contract after setting a reasonable grace period and to take back the goods delivered to the Customer, to demand that they be handed over or to withhold outstanding deliveries/services, including those relating to other orders.

(6) After a cancellation of the contract becomes effective, the customer must immediately return the goods already delivered to the entrepreneur at his own expense without further request, pay compensation for any reduction in value and reimburse all expenses incurred by the entrepreneur in the course of the execution of the contract and its reversal. In the case of consumer transactions, this applies insofar as the entrepreneur has rendered his service in full, even if the customer is only at least six weeks in arrears, and if the customer has been given a reminder setting a grace period of at least two weeks under threat of losing the deadline.

(7) The customer waives the possibility of offsetting. However, this shall not apply to consumers in the event of insolvency on the part of the entrepreneur or for counterclaims that are legally related to the company's claims, have been established by a court or have been recognised by the entrepreneur. In these cases, consumers have the option of offsetting. Incoming payments can be offset by the entrepreneur against the oldest delivery/service, irrespective of the dedication by the customer.

(8) Insofar as this does not conflict with mandatory statutory provisions, the customer shall not be entitled to a right of retention or lien on the entrepreneur's goods.

(9) In the event that goods are to be delivered to a third country, the entrepreneur expressly reserves the right to subsequently charge the legally applicable value added tax if the customer does not fulfil his obligation to provide proper export documentation.

VII Retention of title
(1) The delivered goods shall remain the unrestricted property of the Contractor until all claims of the Contractor arising from a contract, including interest, costs and expenses, have been paid in full without reservation and until all other present and future financial obligations of the Customer in connection with the respective delivery/service have been fulfilled in full. The Customer shall, at its own expense and on its own initiative, take all steps and make all declarations which, depending on the situation of the goods, are necessary to establish or maintain the retention of title.

(2) Sale or pledging of the goods subject to retention of title prior to complete fulfilment of all financial obligations is only permitted with the express written consent of the Contractor. Irrespective of this, the Customer hereby irrevocably offers to assign all claims arising from the resale of these goods to the Contractor on account of payment for the Contractor's satisfaction. The Contractor may accept this offer of assignment at any time without time limit. All associated fees and costs shall be borne in full by the customer.

(3) Until full fulfilment of all financial obligations, the customer is furthermore not entitled to treat or process delivered goods or to combine them with other items, failing which the entrepreneur shall be entitled to sole ownership of the items resulting from the treatment, processing and combination.

(4) In the event of seizure or other utilisation of the delivered goods, the Customer is obliged to inform the Contractor immediately and to take all measures to safeguard the Contractor's right of ownership at the Customer's expense. If the goods subject to retention of title are segregated by the Contractor, the Contractor may store them at the Customer's expense and risk. The Customer shall reimburse the Contractor for all expenses incurred in connection with the assertion of ownership.

(5) In the event of non-payment of a due claim of the entrepreneur, suspension of payment, the opening of insolvency proceedings or execution on goods subject to retention of title, the customer must return all goods subject to retention of title to the entrepreneur.

VIII Claims for damages
(1) The Contractor's liability for damage to the Customer's property is excluded for slight negligence. To the extent permitted by law, the Contractor shall not be liable to the Customer for loss of profit, impairment or loss of goodwill, impairment or loss of business opportunities, consequential damages of any kind, other economic losses, pure financial losses, loss of interest, damages arising from third-party claims against the Customer and/or other damages arising from or in connection with individual supply contracts or with these GTC.

(2) In the event of gross negligence, the Contractor's liability for damages shall be limited to ten times the net invoice amount of the delivered goods causing the damage.

(3) In the event of non-compliance with any of the Contractor's conditions for assembly, commissioning and use, any compensation for damages shall be excluded.

(4) The Customer undertakes to transfer this exclusion of liability in favour of the Contractor to any purchasers. The Customer is obliged to inform his employees continuously and demonstrably of all information and instructions supplied by the Contractor with his products, as well as of statutory regulations. The Contractor's liability shall in any case be limited to ten times the net invoice amount of the delivered goods that caused the damage.

IX. Complaints and warranty
(1) Unless separate written agreements have been made in individual cases or mandatory statutory provisions - in particular in the legal relationship with consumers within the meaning of the Consumer Protection Act of 8 March 1979, as amended - apply, the Contractor shall be obliged to provide a warranty in accordance with the provisions of paragraphs 2 to 8 below. In the event of the applicability of mandatory statutory provisions, these shall apply; in the event of any other invalidity, point XIII paragraph (4) of the General Terms and Conditions of Business and Delivery shall apply.

(2) The warranty period shall be six months from the transfer of risk; the warranty period for replacement parts and improvements shall be three months. Warranty claims shall expire at the latest six months after the complaint has been made in due time. For consumers, the statutory provisions on the warranty period shall apply.

(3) Visible defects, missing parts as well as hidden defects must be reported in writing immediately after handover and by means of immediate cessation of internal and/or external processing by third parties, otherwise the warranty shall be excluded; any expenses incurred by the customer, of whatever nature, in connection with complaints shall in any case be borne exclusively by the customer if no express written agreement has been reached with the contractor regarding the amount and compensation thereof before they arise. In the absence of a timely complaint, the goods shall be deemed to have been accepted unconditionally, properly and free of defects.

(4) In the event of a timely complaint, the entrepreneur is only obliged to improve or replace the goods at his discretion; the entrepreneur has a reasonable period of time, but at least one month, to do so. If the improvement or replacement means a disproportionate effort for the entrepreneur, he can also fulfil his warranty obligation by granting a reasonable price reduction; if the defect is not minor, the entrepreneur can demand cancellation of the contract (rescission). In cases of price reduction and rescission, the Contractor shall fulfil its obligations if it issues a corresponding credit note in the Customer's favour in the amount of the resulting claim of the Customer. If, for reasons for which he is responsible, the customer is not present at a date agreed for improvement or if he makes the improvement or replacement more difficult or impossible, this shall be deemed a waiver of the warranty claims.

(5) The costs incurred as a result of the above measures shall be borne by the customer with the exception of the shipping costs for spare parts or replacement goods (additional payment).

(6) The Contractor shall not be obliged to remedy defects as long as the Customer fails to fulfil its payment obligations, including any additional payment.

(7) In the event of fault, the Contractor shall only be liable for damages in the event of gross negligence or intent, but not in the event of slight negligence. In the event of compensation for damages, the above rules in accordance with paragraph 4 shall apply accordingly.

(8) The Contractor's warranty shall be excluded if the goods have been used in an unusual manner, if the defect was caused by the Customer or a third party or if the Customer or a third party has tampered with or repaired the goods. The warranty is excluded for consumables and wearing parts.

(9) The warranty expires automatically if the installation is not carried out by a licensed electrical contractor.

X. Protection of plans and documents / confidentiality
(1) Plans, sketches, cost estimates and other documents such as brochures, catalogues, samples, presentations and the like shall remain the intellectual property of the Contractor. Any use, in particular the passing on, duplication, publication and making available, including the copying of extracts, requires the express consent of the Contractor.

(2) All of the above-mentioned documents may be reclaimed at any time and must be returned immediately without being asked if the contract is not concluded.

(3) The customer also undertakes to maintain confidentiality vis-à-vis third parties with regard to the knowledge obtained from the business relationship.

XI Documents
Documents (e.g. invoices, rejection of the order, etc.) sent to the customer at the last known address or address shall in any case be deemed to have been received by the customer, unless the customer has notified the contractor of a change of address in writing in good time. Should there nevertheless be a change to a document (invoice), the Contractor shall charge a flat-rate fee of EUR 25.00 net!

XII. Data protection
(1) In order to fulfil contracts, the entrepreneur processes and stores personal data automatically in compliance with data protection regulations. The specific manner in which the data is processed is set out in the entrepreneur's privacy policy.

(2) Provisions on data protection can be found in the company's privacy policy at: www.planlicht.com/datenschutz

XIII Choice of law, place of jurisdiction and severability clause
(1) The place of fulfilment for all deliveries/services and payments by both parties shall be 6134 Vomp.

(2) For all contracts concluded between the entrepreneur and the customer and for all claims arising from the existence or non-existence of these contracts, the application of Austrian law is agreed, with the exception of the provisions of Austrian international private law and the provisions of the UN Convention on Contracts for the International Sale of Goods.

(3) The exclusive place of jurisdiction for all legal disputes arising from the contractual relationship shall be the competent court for 6134 Vomp; however, the entrepreneur shall also be free to sue the customer at another domestic or foreign legal place of jurisdiction.

(4) If individual provisions of these General Terms and Conditions of Business and Delivery are invalid, the contracting parties hereby expressly undertake to agree on legally valid provisions which come as close as possible to the economic purpose of the invalid provisions. The validity of all other provisions shall not be affected by the invalid provisions.

Status: 02/2025