General Terms and Conditions

General Terms and Conditions of Sales, Delivery, and Payment
Amptown Lichttechnik GmbH

1.) General

These General Terms and Conditions of Sales, Delivery and Payment (GTC) apply to all contracts for sales of goods/services between Amptown Lichttechnik GmbH (AL) and the customer/buyer; no departure from these GTC shall be binding on AL unless explicitly agreed in writing by AL. Verbal agreements are invalid and not legally binding. Any change to the prerequisite of contracts being in writing must be agreed upon in writing. Delivery dates which are listed as anticipated delivery dates in the order acknowledgement by AL are nonbinding.

2.) Delivery and Transfer of Risks

Absent any clause in the order acknowledgement to the contrary, delivery occurs at the customer's own risk and expense; AL is free to select the carrier and mode of transportation. As soon as the goods have been entrusted to a transportation company by AL, risk automatically transfers to the customer; this includes partial deliveries. AL will arrange for freight insurance only when agreed upon in writing and solely at the customer's expense. The customer must thoroughly examine all goods immediately upon delivery to ascertain whether the goods are damaged or inconsistent with data in the order acknowledgement. Transportation damages/items inconsistent with the order acknowledgement must be confirmed in writing by the transportation company representative upon delivery. Belated claims for visible damages/items inconsistent with the order acknowledgement generally will not be recognized as valid by the transportation company. If there are visible damages, all goods must be unpacked in the presence of the transporation company representative and any further apparent damages must be documented in writing. In case AL lodges a complaint in connection with transportation with the transporation company, this occurs solely on behalf of the customer and at the customer's expense.

3.) Payment Conditions

Invoices sent by AL, absent any divergent written agreements, are to be paid in full immediately upon receipt of the invoice. In the event that the customer is in arrears with payment, current German laws regarding payment delay shall apply.

4.) Warranty

The warranty period for new articles is 24 months, for used articles the warranty period is 12 months. The warranty period begins subsequent to delivery/transfer of risk in accordance with German law (see section 2 of the these GTC). Warranties herein shall not apply whatsoever in the following cases: If the manufacturer's and seller's (AL) operation/maintenance instructions are not followed as specified; if modifications are made to products; if parts/other materials not approved by AL's original specifications are integrated or connected; if products have been modified/repaired/serviced by anyone other than AL or who has been approved by AL for such purposes. The buyer shall inspect delivered articles immediately upon delivery. Warranty claims must be made in writing. In the case of visible/readily apparent defects, the warranty claim must be received in writing by AL within 7 business days following receipt of the goods; faliure to do so shall result in the buyer losing the right to claim defects and the warranties stated herein shall not apply. Defects that are not readily apparent upon close inspection during this time period must be reported in writing to AL immediately upon discovery of said defects.

When a valid warranty claim has been made to AL within the period stated above and approved by AL in writing, the customer shall return the defective article to AL for the purpose of repairing the defect (rectification of defects). If the rectification of defects cannot be carried out within a reasonable period of time after two attempts to do so, the buyer can choose to demand cancellation of the sales contract or a refund of payment. If the repair of defects occurs without the buyer returning the product to AL, warranty claims shall be limited to replacement of the defective parts free of charge. If the buyer demands that work in connection with the warranty be carried out at a certain place determined by the buyer, AL can accomodate said demand, whereby parts subject to warranty shall be free of charge; however, AL shall charge its usual rate for travel expenses and labor time required to fulfill the warranty work. Any further compensation is excluded entirely. Parts subject to wear and tear, including especially illuminants of any kind and specifically their burning life, are expressly excluded from warranty.

Warranties herein apply only when the articles in question haven been paid in full by the due date for payment; they apply only to the original buyer and may not be assigned/transferred to subsequent buyers/end users.

5.) Limitation of Liability

AL is liable in accordance with current legal regulations insofaras the customer is entitled to claim for damages, to the extent these have their basis in a premeditated act or gross negligence, including a premeditated act or gross negligence of our factors, servants, and assignees. As long as AL cannot be held liable for premeditated breach of contract, liability of AL is limited to the usual, foreseeable damages alone. Liability for compensation claims above and beyond this are excluded in entirety. As long as AL's liability for damages has been excluded or partially excluded, this also applies to the personal liability for damages of AL employees, workers, staff members, factors, servants, and assignees.

6.) Retention of Title

AL retains title of ownership of all goods delivered until payment has been received in full for the sales price stated in the order acknowledgement, any possible installation charges, and all other receivables related to the object of purchase. During the period in which AL retains title of ownership, the buyer is solely responsible for all risks to the object, especially but not limited to the risk of loss or theft, accidental destruction, or accidental deterioration. The buyer is responsible for handling the retained goods carefully, maintaining them in good condition, and must notify AL immediately in writing in case of distraint, damage, or loss. The buyer is not entitled to pledge or assign as security the retained goods. Despite AL's retention of title, the buyer is permitted to use the goods as long as s/he is not in arrears with payment. The buyer however has already relinquished all future claims in the amount of the invoice's final amount (inlcuding VAT) that s/he incurs through resale or further rental to his/her customers or third parties, independent of whether or not the sales item has been resold or rented with or without processing. Until the goods have been paid in full, the buyer nevertheless may only resell the goods under retention of title in such a way that AL retains title to the goods. Should however AL's retention of title terminate through resale by the buyer violating the terms of this agreement, the amount payable to the buyer by his/her customer shall be due AL alone in replacement of the loss of retention of title. AL reserves the right to make claims for damages due to violations on the part of the buyer. As long as the delivered goods are not sole property of the buyer, AL has at all times the right to access goods delivered/installed by AL. The buyer is obligated to take great care regarding who has access to the rooms in which AL's retained goods are kept. Especially if the buyer is in arrears with payment and in order to secure AL's amount receivable resulting from this delivery, AL is expressly authorized to seize goods of the same value as its receivables, which can include de-installing goods and storing them in AL's place of business. The buyer is expressly obligated to take back these goods matching payment with delivery. It should be expressly noted that if AL seizes goods, this does not mean that AL has rescinded the original sales contract/order acknowledgement.

7.) Place of Execution and Place of Jurisdiction

To the extent that the customer is a merchant/businessperson/dealer/legal person from the public sector, the place of jurisdiction is AL's place of business. The UN convention on contracts for the international sale of goods is herewith null and void, legal jurisidiction being exercised exclusively by the Federal Republic of Germany. Absent any divergent written agreement in the order acknowledgement, the place of execution is AL's place of business.

Amptown Lichttechnik GmbH · Wandsbeker Straße 26 · D-22179 Hamburg
Telefon: ++(0)40-646 004-48 · Telefax: ++(0)40-646 004-45