of Consot Unternehmensbeteiligungsgesellschaft m.b.H.
(“LIGHTS of VIENNA”)
for BUSINESS TRANSACTIONS
- Scope & General Information
1.1 Consot Unternehmensbeteiligungsgesellschaft m.b.H. sells its products under the brand “LIGHTS of VIENNA”. The contracting party shall always be Consot Unternehmensbeteiligungsgesellschaft m.b.H. (hereinafter: “our Company” or “we”).
1.2 The delivery of goods/products as well as the provision of services by our Company to contracting parties shall be made exclusively on the basis of these General Terms and Conditions (“GTC”), unless expressly agreed otherwise in writing. These GTC constitute an essential part of each one of our offers and of each contract concluded with us.
1.3 Our company concludes contracts exclusively under our own terms and conditions. Any deviating provisions, in particular terms and conditions or purchasing conditions of contracting parties, shall only apply if they have been expressly accepted by us in writing in advance. We are not obligated to object to general terms and conditions or other contract forms of contracting parties, even if in them, the validity of the same is provided as an express condition for the conclusion of a transaction. Actions of our Company to perform the contract shall not be deemed to be a consent to the contractual conditions deviating from these GTC.
- Scope of Services, Production Time, Deviations
2.1 Drawings and the design of our goods/products are generally included in the contract volume. Minor changes and revisions to a drawing or a drawn design are also included. An hourly rate of EUR 80.00 plus VAT based on actual expenditure will be charged retroactively for new designs or rough changes to the design made at the contracting party’s request.
2.2 We reserve the right to adjust the prices of our goods/products in the event of significant design changes and material changes made at the contracting party’s request.
2.3 Specifications provided by contracting parties shall serve as a guideline for the design and function of a product (luminaire). However, the production is based on the information of the finished luminaire design on our Company’s drawing that was confirmed by the contracting party.
2.4. Our drawings and designs in addition to our goods and products are protected by copyright. We reserve the right to take further legal action in the event of any copyright infringements.
2.5 The production time (if any) stated by us shall not commence until (i) the signature of the contracting party and the release of the working drawing(s) associated therewith has been received by us, (ii) the material samples have been confirmed by the contracting party, and (iii) any agreed partial payment has been made. Delays on the part of the contracting party in providing design-relevant or production-relevant information (e.g. insufficient provision of plans, insufficient feedback on designs or samples, etc.) shall extend the production time.
2.6 Because all goods/products developed by us—in particular luminaires—represent completely new products, we reserve the right to make changes in the course of production, insofar as they are necessary for financial or technical reasons and do not significantly impair the overall design.
2.7 Metal surfaces are always manufactured according to the samples confirmed by the contracting party. However, minor differences cannot be excluded due to the material and the surface treatment process. The same applies to handmade elements in any form (e.g. Murano glass, wood, porcelain, castings, acrylic, etc.).
2.8 Our products are manufactured according to the confirmed drawings and confirmed samples. We do not accept any liability for a disapproval with the final product, neither with regard to the design nor with regard to the illumination.
2.9. The information and data contained in brochures, drawings, dimensional drawings, and descriptions concerning the goods and their appearance, in particular their colours, are to be understood as an approximation and are therefore non-binding. We reserve the right to make technical or formal changes and adaptations in this regard. Colour deviations of the individual goods/products—also in relation to their illustrations—may be possible due to the production and do not constitute a defect.
2.10. All luminaires can generally not be dimmed unless otherwise agreed and confirmed on the drawings by the customer, designer, light planner, etc.
- Offers, Payment and Delivery Conditions
3.1 Unless otherwise stated, all quoted prices in our offers are net ex factory Wiener Neudorf or Guntramsdorf, including packaging but not illuminants.
3.2 We shall not dispose of packaging material when we deliver and/or install goods or products. Any costs incurred in connection with disposing the packaging and the goods shall be borne by the contracting party. The contracting party is responsible for complying with the disposal regulations applicable in its country of destination.
3.3 Unless otherwise agreed, customs duties, import duties, etc. shall be borne by the contracting party.
3.4 Unless otherwise agreed, our quotes are in euros.
3.5 Any exchange rate risks shall be borne by the contracting party. We reserve the right to adjust our prices in accordance with the offer, e.g. in the case of a longer offer process, in order to compensate for exchange rate fluctuations. In this case, the invoice amount shall be determined on the basis of the average price of the Vienna Stock Exchange on the day the offer is made.
3.6 If there are changes in exchange rates or costs (e.g. wage costs, material procurement costs) between contract conclusion and performance, whether by law, regulation, collective agreement, statute, official recommendation, other official measures, or due to changes in world market prices, the prices in question shall increase or decrease accordingly, unless less than three months have elapsed between the time the order was placed and the service was performed.
3.7. The place of performance for the payment shall be the head office in Guntramsdorf. The crediting of the payment transferred to the account specified by us shall be decisive for the timeliness of the payment.
3.8. Debts to us shall be deemed to have been satisfied if the payments are made to an account specified by us or to a person with collection authority.
3.9. The discounts granted to the contracting party shall lapse in the event of default in payment.
3.10. Any individual payment terms shall be regulated in detail in the corresponding offer.
- Set-Off, Retention
4.1. Offsetting against the contracting party’s counterclaims is inadmissible except in the event of insolvency or for counterclaims that are legally connected with the liability of the contracting party or which have been established in court or have been recognised by us.
4.2. The rights of retention of the contracting party shall be excluded.
- Transfer of Risk, Default of Acceptance
5.1. Irrespective of the agreed place of performance, the benefit and risk shall pass to the contracting party when we have sent out a notification that the goods are ready to be dispatched or—in the absence of such notification—when the goods/products are picked up from our factory in Wiener Neudorf or Guntramsdorf.
5.2 In the event of a default in acceptance, we shall also be entitled—irrespective of our other claims—to dispatch the goods at our discretion in the name of, at the expense of and at the risk of the buyer or to store them in any way in the name of and for the account of the buyer.
- Retention of Title
6.1. Until the purchase price (incl. VAT) and the ancillary costs incurred (interest for late payment, business expenses, collection expenses, etc.) have been paid in full, we shall reserve the absolute ownership over the goods/products.
6.2. Until the purchase price has been paid, the contracting party shall be obligated to guarantee that the goods/products subject to retention of title are unaffected and to protect our right of ownership. The contracting party is obligated to keep the delivered contract goods in proper condition for the duration of the retention of title.
6.3. The contracting party shall be entitled to resell the delivered goods/products, subject to retention of title provided that the contracting party is not in default of payment and the resale takes place in the ordinary course of business. The contracting party hereby assigns to us all claims against third parties from the resale to which it is entitled in the amount of the invoice amount agreed between the contracting party and us. The buyer shall remain entitled to collect the debt as long as the buyer is not in default of payment. However, the contracting party is obligated to surrender all documents to us and to disclose the names of its buyers so that we are in a position to collect the debt ourselves. The contracting party is obligated to disclose the assignment to its buyers.
6.4. Apart from this, the resale, processing, pledging, transfer by way of security, or any other disposition of the goods/products is inadmissible within the scope of the existing retention of title until the purchase price has been paid in full, including ancillary costs. The contracting party must inform us immediately of any change in the actual or legal status of the contract goods subject to retention of title, e.g. seizures or deterioration in condition.
If the contract goods are nevertheless sold to a third party, the contracting party hereby assigns to us as collateral all resulting claims against this third party up to the amount of any outstanding claim and undertakes, in the event of other indemnification, to take all steps necessary for the assignment without delay, e.g. entry in the books, in particular open item lists, notification of the debtor, etc. Furthermore, we shall also be entitled to notify the third party of this assignment at any time.
6.5. Asserting the retention of title shall not require a withdrawal from the contract and shall not itself constitute a withdrawal from the contract. It does not release the contracting party from its contractual obligations, in particular the obligation to pay outstanding invoices and the obligation to pay damages. The contract goods shall be handed over against payment of the remainder of the purchase price.
- Warranty and Liability
7.1. Unless otherwise agreed, the warranty period for electrical components is one year, and five years for metal parts and surfaces. The warranty period shall begin when the goods are picked up or delivered, provided that this does not occur beforehand under dispositive law (creditor default, etc.).
7.2 Improper and unauthorised use of or modifications to the goods/products shall exclude any warranty obligation on the part of our Company.
7.3. The contracting party is obligated to check that the delivered goods/products have no defects and are complete and to further report any defects without delay, at the most within 1 month (as being received by our Company) in writing and specified precisely, furnishing supporting evidence (photos, etc.); otherwise all claims shall be excluded. Lodging a notification of defects does not entitle the contracting party to withhold payments in part or in full. Any improvements made outside the warranty period have no legal significance and will only be carried out without prejudice and as a gesture of goodwill.
7.4. The contracting party’s warranty rights shall, at our discretion, be limited to improvement, replacement or price reduction. Assembly or other costs incurred that exceed the claims for improvement or replacement shall not be reimbursed.
7.5. We shall only be obligated to remedy defects if the contracting party has fulfilled its payment obligations in full.
7.6 We shall only be liable for intent and gross negligence. In terms of scope, we are not liable for consequential damages, for losses that are of a purely financial nature, and for a loss of profit.
7.7 If the contracting party asserts claims for damages against us, it must prove fault in addition to damage, illegality and causality.
7.8 Claims for damages shall come under the statute of limitations within 6 months of gaining knowledge of the damage and of the damaging party, but in any case, within 7 years of the transfer of risk. The prerequisite for claims for damages against us is the complete and timely notification of defects after the occurrence of the damage has become apparent.
- Applicable Law, Place of Performance & Place of Jurisdiction
8.1. All contracts and business relationships between our Company and the contracting party are exclusively subject to substantive Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and national or international conflict of laws rules.
8.2 The place of performance shall be our Company’s registered office.
8.3. Disputes arising from all contracts concluded with the contracting party, including the issue of whether a valid contract has been brought about and whether it has an effect before conclusion and after termination, shall be decided exclusively by the competent court at the registered office of our Company (2353 Guntramsdorf, Austria), and, at our Company’s discretion, also by the competent court in whose district the contracting party has its registered office, a branch or assets.
- Contract Language & Severability Clause
9.1 The negotiating and contract language is German.
9.2 Should provisions of these GTC be or become invalid, legally ineffective or unenforceable, it shall not affect the validity of the remaining provisions, and the remainder of the contract shall remain legally valid. Any ineffective or invalid provisions shall be reduced to the extent permitted by law (reduction to maintain validity) or replaced by such valid and enforceable provisions that achieve the intended purpose as best as possible.