1. General:

Our all - even future - deliveries and services, including ancillary services, such as counselling before and after, are based exclusively on the following conditions. The purchasing conditions of the buyer are hereby rejected; they do not oblige us, even if we do not object to them explicitly when signing the contract. At the latest with receiving of our goods, our general terms of delivery and payment are to be accepted. We expressly point to recognition of our retention of title by accepting our goods. Our offers are subject to change. Contracts and agreements - especially insofar as they deviate from our conditions - are binding to us only upon our written confirmation.

2. Prices and payment:

All prices are ex works, excluding the cost of all packaging.
Unless otherwise agreed upon, prices including any price supplements that are valid, as they were at the time of delivery. Insurance costs are borne by the buyer. If additional costs, such as freight costs or other charges and costs increase or arise after dispatch of the order, these additional costs will be borne by the purchaser. Payments shall be made to the exclusion of set-off or retentions within the payment terms indicated on the invoice.
With delay of payment an interest at the rate of 12% will be charged. In addition, the buyer who is in default with his payments is obliged to compensate the caused loading and collection costs incurred by his tardiness, in particular dunning and collection costs, especially to compensation. Payments will be always first credited to the interest and costs, then to capital. All our claims become due immediately, irrespective of the duration of received and credited bills, if the payment terms are not met or if circumstances become known which are suitable to reduce the creditworthiness of the buyer. Also, in such a case we are entitled to make outstanding deliveries only against advance payment or after a reasonable grace, or to withdraw from the business transaction and to claim compensation for default. In addition, we may prohibit further sale and processing of the delivered goods and request retransfer at the expense of the buyer.
We may further withdraw the direct debit pursuant to paragraph 3.
In the above cases the buyer authorizes us already now to enter his operations building to remove the goods delivered. The client is not entitled to withhold payment because of incomplete delivery, guarantee or warranty claims or complaints.

3. Retention of title:

a) All of our goods are delivered under retention of title and remain our property until full payment.
b) In the event of the sale of the goods by the customer the reservation of title also extends to the resulting claims of the Purchaser against its customers (sales proceeds, etc..). Therefore, these claims shall be deemed to be assigned to us, immediately after their creation, up to the amount of monies owed to us from the conditional sale.
c) The purchaser is not entitled for distribution without charge of the goods.
d) The customer is obliged to give us all the necessary information for the enforcement of the extended reservation of title.

4. Subsequent Deliveries:

The export and further transport of goods not explicitly sold for export by the buyer or its customer requires our prior agreement.
At our request, the buyer is obliged to provide information on the whereabouts or destination of the goods. To the extent that the commodity is a product which, according to federal law of June 20, 1973 (BGBl. 332/73) falls under the Agreement between the Republic of Austria and the ECSC, the buyer is obliged to adhere to the provisions of the regulation by December 5, 1973 (BGBl. 606/73).

5. Purchase, shipment and passing of risk:

If acceptance of delivery is agreed upon, it can only be done in our factory immediately after notification of acceptance. Personal inspection costs are borne by the buyer, the factual costs of acceptance will be brought to his account separately. Unless otherwise agreed upon, we determine the carrier or freight forwarder. In case of call orders, if the call is not made within 14 calendar days after the final release date agreed upon, the goods are considered delivered according to contract, and can be found in our invoice. Unless a special package has been agreed upon, packaging is done in the standard manner, unless the goods are shipped customary unpacked. We will take care for packaging, protection and / or other transport devices according to our experience at buyer's expense and to the exclusion of our liability. With delivery of the goods to the shipper or carrier, at the latest when they leave our factory, the risk passes to the buyer. We are entitled to make partial deliveries, unless explicitly agreed otherwise. Each partial delivery constitutes a separate transaction.

6. Warranties:

For defective goods, including the absence of any explicitly agreed properties we provide guarantee in accordance with the following provisions:
Decisive for the contractual condition of the goods is the time of handing over the goods to the shipper or carrier, at the latest the time they leave the warehouse. A notification of defects that could have been identified during the agreed type of testing and inspection after an agreed delivery of the goods is excluded. Notices of defect must be received by us and done by the buyer immediately upon receipt of the goods at the destination in writing, by telex or telegraph but do not qualify for restraint of the invoice amounts. If defects occur, handling and processing must be stopped immediately.
In case of a justified complaint we will either take the defective goods back and deliver in their place perfect goods or have the right, at our discretion, to repair or replace the reduced value. Should the buyer not have the opportunity to convince us of the lack, particularly if he does not make the rejected goods or samples of them immediately available, all warranty claims are eliminated. For goods that are sold as declassified material, the buyer shall have no rights against any defects. Warranty claims expire six months after receipt of the goods at destination. Other claims are, as far as legally permissible, excluded, this applies in particular to claims for compensation for loss of profits or compensation for such damage that have not occurred to the goods. The above rules also apply to delivery of other than contractual goods.

7. Liabilities:

Our liability is determined solely by the provisions of the above paragraphs agreements.
All there not expressly granted claims, even claims for damages - for whatever legal reason - are, to the extent permitted by law, excluded. This also applies to any claims under the Product Liability Act.

8. Delivery disabilities:

Events of force majeure entitle us to postpone delivery for the duration of the disability. Force majeure includes all circumstances which make delivery difficult or impossible, such as strikes, lockouts, operating breakdowns, as well as obstruction of traffic routes, and this irrespective of whether these circumstances affect us or the shipper or carrier appointed by us.
With consecutive continuance of disability in the period of more than three months the parties are entitled to withdraw from the contract, waiving any claim for damages.

9. Place of Performance, Place of Jurisdiction:

Place of performance for delivery and for the performance of the purchase price is our factory in 8264 Hainersdorf. The exclusive place of jurisdiction for both parties is Graz. Austrian law applies as agreed, but not the CISG.

10. Amendments:

If any of these conditions be invalid, the remaining provisions will remain in full legal effect. Collateral agreements and contractual changes or any oral given assurances must always be subject to written confirmation from the company Fa. Led & Co helle Köpfe GmbH.

11. Warranty for LED components LED & Co-lights:

a) Warranty period

LED & Co offers a warranty for a period of 5 years in accordance with the warranty conditions for products with a rated life ≥ 50,000 hours of operation. This warranty applies to all LED modules, LED control gear and other LED components that are used in luminaires for a nominal lifetime ≥ 50,000 hours of operation, and are included in the technical documentation. LED & Co offers a warranty for a period of 3 years in accordance with the warranty conditions for products with a rated life of < 50,000 hours of operation. This warranty applies to all LED modules, LED control gear and other LED components that are used in luminaires for a nominal life < 50,000 hours of operation, and are reported in the technical documentation. The warranty period begins with the date of installation, but no later than three months after the delivery by LED & Co and after full payment of the specified account / s of LED & Co.

b) Warranty conditions

This warranty applies under the following conditions:
• The products are used in accordance with the product information and application advice
• The product is not subject to mechanical loads
• Limit values for temperatures and voltages must not be exceeded
• This warranty only covers product failures caused by material, design or workmanship
• The warranty applies only to the mortality above the nominal failure rate of 0.5% per 1,000 hours of operation. A loss of luminous flux is normal up to a value of 1% per 1,000 hours of operation and therefore no reason for the use of the guarantee
• When replacing LED modules it may come to deviations in the optical properties because of use-related change in the luminous flux of LED modules and in the course of technical progress.
• The specified service life is achieved when the lights are operated in accordance with the terms of the underlying standards and the applicable regulations prescribed by the manufacturer
• This warranty covers all relevant deliveries after 01.06.2012, but no tunnel lights.
This warranty is void if changes, modifications or repairs are done to LED lights and LED modules without the prior written approval of LED & Co.

c) Guarantee services

In case of failures that exceed the nominal failure rate, LED & CO reserves the right to repair the defective part, to supply replacement products or to credit the customer for the defective components. All expenses and additional charges incurred in connection with the guarantee (e.g. for the removal and reinstallation, for shipping the defective product, disposal, driving and traveling times, lifting equipment and scaffolding) shall be borne by the customer. Other costs, which are for example caused by failure of the installation or any other damages or consequential damages, are not covered under this warranty.
Warranty services will be provided by LED & Co until the warranty period of the original delivery is exhausted. Components or products returned to LED & Co under warranty become the property of LED & Co.

d) Case of a warranty claim

The warranty can only be claimed by anyone on presentation of the invoice issued to him for the above products which are installed in a country of the European Community, in Turkey, Croatia, Macedonia, Switzerland and Norway. The warranty has to be claimed immediately after occurrence of a defect by giving written notice of the registration number / invoice number to
LED & Co Helle Köpfe GmbH
A-8264 Hainersdorf 80.

LED & Co reserves the right to check the validity of the warranty in accordance with the warranty conditions.
This warranty does not limit the contractual or legal claims of the buyer, which he may assert in accordance with the respective provisions against the seller or the manufacturer.