469
top-light.de
Terms and conditions of sale, delivery
and payment of Top Light GmbH & Co. KG
- Version: January 2020 -
I. General provisions
1. These Terms of Sale, Delivery and Payment constitute the legal framework governing all
business relations between Top Light GmbH & Co. KG and its customers (hereafter: Buyer) as
regards deliveries of goods and/or services off ered by Top Light GmbH & Co. KG (hereafter
„deliveries“). This applies to all future business activities and to already existing business
relations. General Terms of Business of Buyer shall only apply if Top Light GmbH & Co. KG
explicitly acknowledges any such terms in writing. The volume of deliveries is to be stipulated in
agreements mutually agreed upon in writing.
2. Top Light GmbH & Co. KG reserves the unlimited right of ownership and intellectual property
rights regarding off ers, estimates and other documents (hereafter „documents“). Such docu-
ments must not be disclosed to third parties without previously obtaining written consent of
Top Light GmbH & Co. KG and are to be submitted to Top Light GmbH & Co. KG upon request,
if the order is not placed with Top Light GmbH & Co. KG. Clauses 1 and 2 shall also apply to all
documents of Buyer; these shall only be disclosed to third parties if Top Light GmbH & Co. KG
has commissioned such parties to eff ect deliveries on its behalf, subject to obtaining previous
consent of Buyer.
3. Partial deliveries are acceptable, within reasonable limits.
4. The term „claims for damages“ in the context of these Terms of Sale, Delivery and Payment,
comprises claims for reimbursement of unavailing expenses.
5. Off ers submitted by Top Light GmbH & Co. KG are non-binding. An agreement shall become
binding only after Top Light GmbH & Co. KG issues an order confi rmation in writing.
6. All technical details contained in our catalogs, lists, drawings and other sales documentation
are made according to the best of our knowledge and diligence. However, they are subject
to modifi cation in view of product improvement, and Top Light GmbH & Co. KG reserves the
right to modify any such technical details even after an order confi rmation has been issued,
provided that prices, functionality and delivery periods remain unaff ected.
II. Prices and Off setting
1. Prices are quoted in EUROS ex works, and exclude freight, packaging and the respective VAT.
2. Top Light GmbH & Co. KG shall deliver orders worth more than EUR 500.00 net without
charging freight and packaging to addresses within the territory of the Federal Republic of
Germany.
3. For orders with diff ering invoice and delivery addresses Top Light GmbH & Co. KG shall charge
a surcharge in the amount of EUR 8.00 net, per diff ering delivery address, excluding VAT.
4. Invoices shall be issued on the day of delivery at the earliest. If payment is made within 10 days
of the invoice date, a discount of 2% shall be granted. The standard payment period is 30 days.
If a debit instruction is issued, we shall grant a 3% discount. Within this context, invoices shall
be called for the previous month on the 10th of the following month.
5. Initial orders of a new Buyer shall be eff ected on the basis payment in advance or cash on
delivery (COD). Overseas deliveries shall be eff ected against advance payment of the net
invoice amount.
6. In case of custom-made products, half of the invoice amount is to be paid when placing the
order. Once confi rmed, custom-made orders are irrevocable, i.e. cannot be cancelled by Buyer.
7. In case of a delay in payment Top Light GmbH & Co. KG reserves the right to refuse perfor-
mance until all amounts due from all unpaid invoices, interests included, have been paid.
8. Buyer is entitled to off set indisputable or legally binding claims only.
9. The orderer shall only be entitled to set off those claims that are undisputed or have been
established as fi nal and absolute.
10. Top Light GmbH & Co. KG is entitled but not obliged, to place samples at Buyer’s disposal, free
of charge for a period of three weeks. Samples must be explicitly indicated as such in every
respective order. The charges for samples shall be based on the price lists and delivery terms
valid at time of delivery (trial purchase). Buyer is entitled to cancel a trial purchase within
the three weeks‘ period stated above. In case of a cancellation Buyer shall return the goods
franco domicile and ensure that the goods be returned in perfect condition. In this case Buyer
shall receive a credit note for the amount equaling the purchase price but excluding the cost
of freight to delivery address and packaging. Should the goods returned not be in perfect
condition, Buyer shall be obliged to pay the full invoice amount.
11. Top Light GmbH & Co. KG is entitled to accommodate Buyer by taking back goods at its own
discretion. In this case Top Light GmbH & Co. KG shall charge a processing fee in the amount of
30% of the net invoice amount, excluding VAT.
III. Reservation of Proprietary Rights
1. All goods (conditional goods) shall remain property of Top Light GmbH & Co. KG until all fi nan-
cial obligations of Buyer towards Top Light GmbH & Co. KG have been met. Should the total
amount of all liens Top Light GmbH & Co. KG is entitled to, exceed the amount of all secured
interests by more than 10%, Top Light GmbH & Co. KG shall release, upon Buyer’s
request, a respective share of the liens; Top Light GmbH & Co. KG is entitled to choose freely
between various liens.
2. As long as the goods are subject to proprietary rights, Buyer is not entitled to pledging of goods
or transferring securities. Buyer shall only be allowed to sell goods subject to proprietary rights
to distributors if these agree to sell the goods to their customers against cash payment or as
conditional sale until the customers meet all their obligations towards the distributor.
3. Should Buyer sell goods subject to proprietary rights, he herewith agrees to unconditionally
transfer all future demands towards his customers, hence revenues from resale, ancillary rights
included, to Top Light GmbH & Co. KG. Should Buyer sell the goods subject to proprietary rights
collectively with other goods, without establishing an individual price for the goods subject to
proprietary rights, he herewith agrees to transfer the share of the total sales amount to Top
Light GmbH & Co. KG equaling the invoice amount for the goods subject to proprietary rights.
4. Should the goods subject to proprietary rights of Top Light GmbH & Co. KG lose their original
character, by transformation, construction or processing, for example, Buyer herewith agrees to
transfer all claims he is entitled to from his customers or third parties, equaling the amount of
his obligations according to clause 1, to Top Light GmbH & Co. KG.
5. Buyer is entitled to collect outstanding debts. However, for good reason such as delay in
payment, cessation of payment, instigation of an insolvency proceeding, bill protest, evidence
of excessive indebtedness, or bankruptcy of Buyer, Top Light GmbH & Co. KG is entitled to
revoke this authorization.
6. Top Light GmbH & Co. KG is entitled to disclose assignment of security, to commercialise the
assigned book account and to demand disclosure of assignment of security on the part of a
customer towards Buyer. Upon request, Buyer is obliged to disclose to Top Light GmbH & Co.
KG any assignment of security and names of debtors.
7. In case of seizure, detention or any other form of act of disposal or intervention of third parties,
Buyer is obliged to immediately inform Top Light GmbH & Co. KG accordingly. In case of good
reason Buyer is obliged to provide Top Light GmbH & Co. KG with details and documents
regarding his claims against his customers.
8. Should Buyer violate any of his obligations, delay in payment in particular, Top Light GmbH
& Co. KG is entitled to repossess goods or cancel agreements, after expiry of a reasonable
period to perform; the statutory provisions on dispensability of granting delays shall remain
unaff ected. Buyer is obliged to hand over the goods. Repossession of goods or enforcement
of proprietary rights or seizure of goods subject to proprietary rights by Top Light GmbH & Co.
KG does not represent cancellation of the contract, unless specifi cally expressed by Top Light
GmbH & Co. KG.
IV. Delivery Period and Delay
1. Place of performance for Top Light GmbH & Co. KG is Spenge, Federal Republic of Germany.
2. If the failure to comply with the deadlines is attributable to an instance of force majeure,
such as mobilisation, war, insurrection, or to similar events, such as strikes and lock-outs, the
deadlines shall be extended accordingly. The same shall apply in cases where deliveries to Top
Light GmbH & Co. KG are not made in good time or in the proper manner.
3. In case of failure to perform, due to Force Majeure, i.e. mobilisation, war, unrest or similar
phaenomena such as industrial action, lockouts, etc., delivery periods shall be extended
accordingly. Same applies in case of unpunctual or irregular provision of Top Light GmbH & Co.
KG by its suppliers.
4. Should Buyer verifi ably suff er losses resulting from delays in delivery on the part of Top Light
GmbH & Co. KG, he shall be entitled to claim compensation in the amount of up to 5% of the
price of the very item the eff ective use of which is impossible, as a result of a delay in delivery.
5. Buyer is not entitled to any claims resulting from a delay in delivery or from non-performance
beyond the amount stated in clause 3, even after expiry of a last deadline granted to Top Light
GmbH & Co. KG in accordance with statutory provisions. This shall not apply in case of an
intentional act or gross negligence or damage to a person’s life, health and body, or in case of
liability resulting from the product liability act or based on any other statutory right. Buyer is not
entitled to cancel the contract within the framework of statutory provisions, as long as a delay
in delivery remains within reasonable limits. A reversal of evidence to the detriment of Buyer is
not aff ected by the provisions listed above.
6. In case of a delay in delivery, upon request and within a reasonable period, Buyer is obliged
to inform Top Light GmbH & Co. KG whether he intends to cancel the order or if he insists on
deliveries being eff ected. After expiry of the period mentioned above Top Light GmbH & Co. KG
shall be entitled to cancel the order concerning the part in question or to cancel the contract.
7. Should more than one month elapse between the date of releasing a delivery note and the
date of delivery or reception of goods upon request of Buyer, Top Light GmbH & Co. KG is en-
titled to charge at Buyer’s account storage fees of 0.5% of the invoice amount for every month
commenced, but not more than 5% of the invoice amount. Providing evidence of any higher or
lower warehouse costs as well as claims for covering other charges, remain at discretion of the
contract parties.
