General Terms and Conditions for Deliveries.

I. Application

1. The following general terms and conditions apply to all sales and deliveries by H. Vollmer GmbH (hereinafter “Supplier”). The general terms and conditions of the supplier apply exclusively. Insofar as the general terms and conditions include no regulations, the law shall apply. Deviating terms and conditions or supplementary conditions of the contracting partner shall only apply when these are expressly confirmed in writing. Deviating general terms and conditions are not a component of the contract. The suppliers’ general terms and conditions shall also then apply when the deliveries are performed by the supplier without objection despite the knowledge of deviating or additional conditions of the contracting partner.

2. The following general terms and conditions of the supplier only apply vis-à-vis companies, corporate entities in public law and legal entities in public law under the terms of Sect. 310 German Civil Code.

3. The following general terms and conditions of the supplier also apply to future transactions with the contracting partner.

II. Contract conclusion, content

1. The supplier’s offers are subject to change.

2. The scope and content and particularly the properties of the owed contractual products are exclusively provided in the supplier’s contractual documents.

3. The supplier reserves the right for the following changes to the contractual products: Product changes in the course of continual product development and improvement; small and insignificant colour, form, design, dimension, weight or quantity deviations; trade-customary deviations.

III. Prices, payment conditions

1. The supplier’s prices are subject to special agreements ex-company excluding postage, delivery and shipping. For order values of over 100 Euros, the supplier shall assume the postage, delivery and shipping costs within German and Austria free of charge. To other countries delivery is free up to the German border. VAT shall be additionally invoiced at the applicable proscribed rate.

2. Payments are to be issued within 30 days of invoice date without charges to the point of payment. A 2% discount is only granted upon payments within 10 days of invoice. Invoices shall be issued as soon as the delivery leaves the supplier’s company.

3. If payment is not issued within 30 days of the invoice date, the contracting party shall fall into arrears without further declaration. Otherwise the legal provisions shall apply regarding the consequences of the delayed payment.

4. In the event of instalment payment, the supplier is entitled to charge default interest in accordance with the statutory default interest rate.

5. The suppliers’ contracting partner may only offset outstanding invoice amounts with counterclaims that are undisputed, acknowledged on the part of the supplier or that have been legally established. The contracting partner is only insofar permitted to exercise a right of retention if a counterclaim is based on the same contractual relationship.

IV. Delivery times, hindrance to delivery for which we are not responsible, delivery delays

1. The provided delivery terms are only fixed appointments when these are expressly stipulated as such.

2. The adherence to delivery obligations, in particularly delivery dates are subject to the timely and correct fulfilment of any co-operation obligations of the contracting partner. The supplier reserves the right to object upon the grounds of a non-fulfilment of contract.

3. The time at which the delivery leaves the company of the supplier is decisive for adherence to the delivery date.

4. Delivery delays that are outside our influence

a) delivery delays on the grounds of the following delivery hindrances are not the responsibility of the supplier, unless a quality liability or guarantee is assumed in regard to the deadline or adherence to the delivery date: force majeure events as well as delivery hindrances that occur following the conclusion of contract or that first become known to the supplier following the conclusion of contract that are outside its influence, and proof is issued on the part of the supplier that these could not be foreseen or prevented on the part of the supplier despite all diligence, insofar as the supplier also has no acceptance, care or avoidance obligation. The aforementioned conditions particularly include justified labour dispute measures (strike, lockouts etc.), business disruptions; raw material shortages; failure of equipment and auxiliary materials. The same shall correspondingly apply if these obstructions should occur at the supplier’s suppliers or their sub suppliers.

b) Claims to damages on the part of the contracting partner in the event of delivery delays under the terms of Clause IV., 4a that are outside the influence of the supplier and not caused by the supplier are hereby excluded.

5. Delays for which the supplier is responsible

The supplier is liable for delivery delays for which it is responsible.

The supplier is liable for delivery delays for which it is responsible in accordance with the statutory provisions subject to the regulations in Clause IX. of these general terms and conditions.

6. Contracting partner’s right to cancellation on the grounds of delivery delay If the supplier is able to provide evidence that it is not responsible for the delivery delay, the contracting partner shall only have a right to cancellation if this has bound the continuation of his performance interest to the punctuality of the delivery (fixed transaction) or can prove that on the grounds of the delivery delay its interest in the performance has dissipated, or the continuation of the contractual relationship would be unreasonable. Otherwise Sect. 323, Paras. 4.6 German Civil Code shall apply. The statutory provisions shall apply to the legal consequences of the cancellation (Sections 326 German Civil Code, 346 et seq. German Civil Code); the return of the performance that is not owed on the part of the contracting partner can demanded.

7. Part deliveries

The supplier is entitled to make partial deliveries to the contracting partner.

V. Delivery, transfer of risk, culpable breach of cooperation obligations

1. With the exception of euro palettes, packaging shall not be taken back on the part of the supplier. The contracting partner is obligated to ensure the disposal of the packaging at its own expense.

2. The risk of coincidental loss or deterioration of the goods is transferred to the contracting partner as soon as the goods are handed over to the person specified for delivery or facility, however upon leaving the supplier’s premises at the latest.

3. In the event that the contracting party should culpably breach its obligation to cooperate, particularly the obligation to accept the supplier’s deliveries, the supplier has the right to demand compensation for any damage incurred by the supplier, including any extra expenses. The right to assert further damage is hereby reserved.

Retention of Title

1. The supplier retains title to the delivery (retained goods) until the receipt of all payments arising through the transaction with the contracting partner. The retention of title extends to the acknowledged balance insofar as the supplier has accounts receivable vis-à-vis the contracting partner on an on-going invoice (credit reserve). In the event of conduct on the part of the contracting partner in breach of the contract, in particular in the event of payment default, the supplier has the right to take back the goods subject to the retention of title. The taking back of goods on the part of the supplier represents a termination of contract. After collection of the goods subject to retention of title, the supplier has the right to exploit these; the sales proceeds are to be offset against the contracting partner’s liabilities, with the deduction of reasonable exploitation costs.

2. The contracting partner has the right to resell the goods subject to retention of title in the course of usual business; however it hereby assigns the supplier all claims to the amount of the invoice total (including VAT) , that the contract partner receives through the resale to its purchasers or third party. If the contracting partner has open item based account with its purchaser of the retained goods, the claim based on the outstanding account is assigned up to the acknowledged balance; the same applies to the “causal” balance in the event of the insolvency of the contracting partner. The contracting partner is also authorized to collect the assigned claim after its assignment. The authorization of the supplier to collect the claim ´, subject to the insolvency provisions, shall not be prejudiced by this; however the supplier undertakes not to collect the account receivable for as long as the contracting partner does not breach his contractual duties, i.e. in particular he fulfils his payment obligations, does not fall into arrears and no application is filed for the opening of insolvency proceedings or payment is not ceased. The assignment of securities or pledging is not covered by the contracting party’s authorisation to sell.

3. In the event of the discontinuation of the supplier’s obligations under the terms of Cause VI. 2, not to collect the account receivable itself, the supplier subject to the insolvency law provisions, is entitled to revoke the authorization to resell and to exercise its right to collect and resell in accordance with the aforementioned Clause VI 1. and /or to revoke the authorisation to collect and demand that the contracting partner declares the assigned claims and information to the corresponding debtor, and provides all information required to collect, provides the requisite documentation and informs his debtor (third party) of the assignment.

4. In the event of damage or loss of the goods subject to the retention of title as well as a change of ownership or address, the contracting partner is to inform the supplier immediately in writing. The same applies in the event of pledging or other third party interventions in order that the supplier can exercise its right to claim in accordance with Sect. 771 Code of Civil Procedure. Insofar as the third party is not in a position to refund the court and legal costs of the supplier in accordance with Sect. 771 Code of Civil Procedure, the contracting partner shall be liable for the loss incurred by the supplier. If the release of the goods subject to a title of retention is achieved without a court proceeding, the incurred costs can be assigned to the contracting partner, as equally can the costs of the recuperation of the confiscated goods subject to retention of title.

5. The processing or modification of the goods subject to retention of title on the part of the contracting party is always undertaken on the part of the supplier. If the goods subject to a retention of title are integrated with other goods that are not the property of the supplier, the supplier and contracting partner are agreed that the supplier shall acquire co-ownership to the new item in proportion to the value of the goods subject to a retention of title (total invoice amount including VAT) to the value of the other integrated or mixed items at the time that these were processed or modified. For the item created through the processing or modification, the same shall apply as to the goods subject to retention of title. The contracting partner receives a remainder in proportion to its right of ownership.

6. If the products are inseparately combined with other products that are not the property of the supplier, the contracting partner and supplier are hereby agreed that the supplier shall have ownership to the product in proportion to the value of the goods subject to the retention of title (total invoice amount including VAT) to the value of the other integrated or combined items at the time of the integration or combining.

The contracting partner shall safeguard the goods and items that are the sole or joint property of the supplier on the part of the supplier.

7. In the event of the reselling of the goods subject to the retention of title of the supplier following reprocessing or modification, the contracting partner hereby assigns its claim to remuneration to the amount of the total invoice amount (incl. VAT) of the supplier’s claim as security. If the supplier has acquired co-ownership under the terms of Clause VI. 5. or VI. 6. Through the processing or modification of the combined products with goods not under the title of the supplier, the claim to the purchase price of the contracting partners against the purchaser (third party) shall only be in proportion to the total amount including VAT calculated for the supplier’s goods subject to the retention of title of the other goods that do not belong to the supplier are assigned in advance to the supplier. Otherwise Clauses VI.2 to VI.4. above shall apply accordingly to the claims assigned in advance.

8. If the retention of title or assignment subject to foreign law in which territory the goods subject to the retention of title of the supplier are located is invalid, the security corresponding to the retention of title and assignment shall apply accordingly that is valid in this legal territory. If the cooperation of the contracting partner should be required for the assignment of such rights, it is obligated at the demand of the supplier to undertake all measures that are required to found and maintain such rights.

9. The contracting partner is obligated to treat the goods subject to the retention of title with care and to repair these at its expense: the contracting partner is particularly obligated to adequately insure the new value of the goods subject to the retention of title at its expense against theft, robbery, break-ins, fire and water damage. The contracting partner hereby assigns all insurance claims arising here from to the supplier. This assignment is accepted on the part of the supplier. Furthermore, the supplier reserves the right to assert the rights to fulfilment or damages to which it is entitled.

10. The supplier undertakes to release the securities to which the supplier is entitled upon the demand of the contracting partner insofar as the implementable values of the securities to secure the claims of the supplier exceed that the claims to be secured by more than 10%; the selection to the securities to be released is at the discretion of the supplier.

VII. Performance specifications, defects

1. The properties of the deliveries that are stipulated in the performance specifications of the supplier shall be exclusively and conclusively stipulated by the supplier. The descriptions of the deliveries are insofar as not otherwise stipulated, are the subject of an agreement on quality and not of guaranties or assurances. Declarations on the part of the supplier in conjunction with this contract shall in the event of doubt not contain any guaranties or promises in the sense of an increase in liability or the assumption of special obligation to assume liability. In the event of doubt only express, written declarations on the part of the supplier in conjunction with the issuing of guaranties and warranties are applicable.

2. Claims to defects on the part of the contracting partner are not given in the event of only insignificant deviation from the agreed properties.

3. The claim to defects on the part of the contracting partner require insofar as the transaction for both sides is in the course of business is that the contracting partner has fulfilled its obligation to inspect the goods and report defects under the terms of Sect. 377 German Commercial Code. Following the report of a defect the supplier shall inform the contracting partner without delay, whether the disputed delivery or parts thereof are to be returned to the supplier or whether it is to be waited until the disputed delivery shall be collected from the contracting partner’s premises by the supplier or inspected on site. In the event of a requested return, the contracting partner is to use the same form of delivery as the supplier selected to deliver the goods.

4. In the event that a defect exists, the supplier has the right to subsequent performance in the form of a removal of the defect or the delivery of a new defect-free product. Furthermore, in the event of one or both forms of subsequent performance being impossible or unreasonable, the supplier has the right to refuse. The supplier may also refuse to provide subsequent performance insofar as the contracting partner fails to fulfil its payment obligations at the scale representing the defective part of the delivery. Replaced items shall become the property of the supplier.

5. In the event that subsequent performance should be impossible or unsuccessful, culpable or unreasonable delay or a serious and final refusal of the subsequent performance on the part of the supplier or subsequent performance is unreasonable, the contracting partner has the right to reduce the purchase price or to withdraw from the contract.

6. insofar as the contract provisions to the requirements and consequences of subsequent performance. Reduction and cancellation do not include and deviating provisions, the statutory provisions shall apply to these rights.

7. For claims of the contracting partner to compensation and the reimbursement of incurred expense in the scope of guarantee based on defects, the statutory regulations shall apply.

VIII. Other claims, liability

1. Insofar as no deviation provisions are stipulated below, all other and consequential claims on the part of the contracting partner against the supplier are hereby excluded. This shall particularly apply to claims to damages for the breach of duty arising from contractual obligations and unauthorized actions. The supplier shall therefore not be liable for damages that are not caused to the delivered products. Above all the supplied is not liable for loss of profit or other economic losses on the part of the contracting partner.

2. The above restrictions of liability do not apply in the event of malice, gross negligence on the part of legal agents or senior employees or the culpable breach of substantial contractual duties. In the event of the culpable breach of substantial contractual duties the supplier is liable with the exception of malice or gross negligence of its legal agents or senior employees, only for contract-typical and reasonably foreseeable damage.

3. Insofar as the supplier’s liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, legal agents and vicarious agents.

4. The statutory provisions concerning the burden of proof hereby remain unaffected.

IX. Liability for ancillary duties

In upon the grounds of the culpability of the supplier, its legal agents or its vicarious agents, the delivered item cannot be used by the contracting partner for the contractual purpose as a result of omitted or defective performance of proposals and advice and other supplementary contractual duties (particularly instructions for operating and servicing the delivery goods) occurring prior to the conclusion of contract cannot be used for the contractual purpose, the aforementioned provision shall apply correspondingly under the exclusion of further claims.

X. Cancellation on the part of the contracting partner

Insofar as the provisions of these general terms and conditions or statutory provisions grant the contracting partner the right to cancel this contract, the contracting partner is to declare within a reasonable term upon the demand of the supplier, whether the contracting partner shall withdraw from the contract or insist on delivery.

XI. Limitation

1. Claims and rights of the contracting partner on the grounds of defects to the delivery, irrespective of the grounds shall expire within the term of one year. The one year limitation shall commence upon the acceptance or delivery of the goods to the contracting partner.

2. the one year period of limitation in Clause XI. 1. above shall also apply to all claims to damages on the part of the contracting partner.

3. Otherwise, particularly in the scope of a delivery recourse in accordance with Sects- 478 and 479 German Civil Code, the statutory period of limitation shall apply.

4. Insofar as not otherwise expressly stipulated, the statutory provisions shall not be prejudiced through the beginning of the limitation period, the suspension of the statute of limitations, suspension and the recommencement of statutes of limitations.

5. The claims to a discount and the exercising of a termination right on the part of the contracting partner are excluded insofar as the obligation to supplementary performance has expired. The contracting partner may in this case however refuse to pay the remuneration as it would be in the event of termination or discount.

XII. Transfer of claims on the part of the contracting partner

Claims against the supplier in conjunction with the deliveries to be performed by the supplier may only be transferred by the contracting partner upon the permission of the supplier.

XIII. Final provisions

1. Subject to separate agreements, the exclusive place of performance is the domicile of the supplier.

2. If the contracting partner is a businessperson under the terms of the German Commercial Code. Corporate body in public law or a legal entity, the legal venue for all obligations arising from and in conjunction with this contract, also for bills of exchange and cheque matters, the domicile of the supplier or at the discretion of the supplier also the domicile of the contracting partner. This agreement upon the legal venue shall also apply to contracting partners domiciled abroad.

3. For all rights and duties arising from and in conjunction with the contractual relationship, the law of the Federal Republic of Germany is exclusively applicable without regard to provision regarding the conflict of law under the exclusion of UN CISG (Convention on the International Sale of Goods of 11.4.1980).

4. In the event that a provision of these general terms and conditions or a provision in the scope of any other agreement between the supplier and contracting partner should be or become, the validity of all other provisions or agreements shall remain unaffected. In place of the invalid provision one shall apply as agreed that in the scope of the legally possible as regards place, time, scope and area of applicability most closely represents the invalid provision in that which the contracting parties intended through the invalid provision.

January 2011
H. Vollmer GmbH
Order hotline + 49 (0)7232 4005-0

Attachment

Identification of lights

Protection class 1 non-fused earthing, grounding conductor on the housing of the equipment

Protection class 2 Protective insulation

Protection class 3 Safety extra low voltage, >50V in lights and transformers for lighting

Types of protection

The identification of the type of protection consists of the letters IP, followed by two numbers

The first number states:

Protection of people against touching or approaching active parts as well as touching moving parts within the casing, as well as the protection of the device against the penetration of foreign objects.

1st Number

0 unprotected

1 protected against solid foreign objects larger than 50mm (back of hand)

2 protected against foreign objects larger than 12mm (finger)

3 protected against solid foreign objects larger than 2.5mm (tools)

4 protected against solid foreign objects larger than 1 mm (wire)

5 protected against dust

6 dust-proof

The second number states:

Protection of the equipment inside the casing against the damaging permeation of water.

2nd number

0 unprotected

1 protected against water drips (vertical)

2 protected against water drips (under 15°)

3 protected against water drips (under 60°)

4 protected against splash water (from all directions)

5 protected against water jets

6 protected against strong water jets

7 protected against the results of submergence (30 min to depth of 1 metre)

8 protected against submergence (longer/deeper than “7”, according to agreement between manufacturer and user

Symbol

Lamp approved for use in lights without protective covering

Lamp only approved for use in lights with protective covering

Lamp suitable for installation of normally inflammable surfaces

Lamps suitable for installation on or in furniture of which the inflammability is unknown.