General Terms and Conditions (T&C)
of Caralux LED- und Neonlichttechnik GmbH ("CARALUX")

Section 1 - Scope of application

(1) These General Terms and Conditions (T&C) will apply as amended at the time of the placement of the purchase order by the Purchaser and will apply to all business relations or transactions, current or future.

(2) Any deviating or additional terms and conditions of business, more specifically any general terms and conditions of the Purchaser, will only become an integral part of the contract if expressly confirmed by ourselves.

(3) These General Terms and Conditions (T&C) will govern any and all contracts, including online orders, as well as deliveries, repairs, follow-up orders or similar services.

Section 2 - Special terms of business for certain commodities

CARALUX offers a comprehensive range of goods that also include third-party goods. Thus, in addition to these T&C, the respective terms of use of the respective manufacturers or suppliers may apply to individual products. These terms of use can be found on the product page of the respective manufacturer or supplier where required.

Section 3 - Conclusion of the contract

(1)  The descriptions or illustrations of products or services shown in catalogs, online catalogs, brochures or advertisements are not a binding offer or firm quotation, but are merely to be understood as an invitation to the Purchaser to submit a firm offer to CARALUX by way of a purchase order.

(2)  Subject to other contractual agreements, a firm offer will be made through the placement of the purchase order by the Purchaser.

(3)  For purchases in the online store, the Purchaser can select the desired product and put it in the shopping cart. The products placed in the shopping cart will then become a firm order by clicking on the "Purchase Now / Confirm Purchase" button. Before placing the firm order, the Purchaser can view or edit the information previously entered and the products selected at any time. A firm order may only be placed subject to the Purchaser having previously accepted these Terms and Conditions by clicking on the button "Ich habe die Allgemeinen Geschäftsbedingungen gelesen und stimme diesen ausdrücklich zu" (I have read the General Terms and Conditions and I hereby expressly accept the same).

(4) Contract formation will occur through acceptance of the purchase order by CARALUX. Acceptance usually occurs through consignation of a written order confirmation. For purchase orders placed in the online store, the Purchaser will receive an automated electronic mail immediately upon receipt of the purchase order. This electronic mail is not a binding acceptance of the contract by CARALUX. Such acceptance will only occur through a separate order confirmation forwarded by CARALUX by way of electronic mail or through shipment of the goods ordered respectively.

(5) CARALUX will be entitled to accept the offer to buy within a period of four (4) weeks from receipt of the purchase order. For consumers, acceptance will occur within three (3) days from the receipt of the offer to buy by CARALUX.

(6) Engineering changes of the products or services offered as well as necessary changes to the specifications proposed by the Purchaser in connection with the purchase order in relation to the design of the products or services in terms of shape, color, quantity or weight shall remain reserved. This will not apply in far as the same will not be acceptable to the Purchaser.

(7) All contracts for the supply and delivery of products or services as well as any other agreements or legally relevant statements must be confirmed in writing to become effective. This will explicitly also apply to any additions or amendments as well as oral collateral agreements or warranties made or given by any employees of CARALUX in far as these go beyond the respective contractual agreements.

(8) Contract formation will occur under reserve of correct and timely availability of supplies from our suppliers provided that CARALUX is not to be held responsible for faulty delivery or default in delivery respectively. The Purchaser will be advised of any nonavailability of a delivery without any undue delay. Payments already made, if any, will be reimbursed.

Section 4 - Right of rescission for consumers within the meaning of the German Civil Code on the supply and delivery of goods

(1) Consumers within the meaning of the German Civil Code will be entitled to cancel their purchases within a period of fourteen (14) days.

- CANCELLATION POLICY -

Right of cancellation

You may rescind from this contract within a period of fourteen (14) days without giving reasons. The cancellation period will be fourteen (14) days from the day on which you or a third party named by you who is not the carrier:

a.) has or have taken possession of the goods in far as you have ordered one item or several items in line with a standard purchase order and as the same will be supplied and delivered as such;

b.) has or have taken possession of the last item of goods in far as you have ordered several items of goods in line with one standard purchase order and as these items are supplied and delivered separately;

c.) has or have taken possession of the last partial shipment or delivery in far as you have ordered goods that will be supplied and delivered in several partial shipments or packages respectively;

d.) has or have taken possession of the first item of the goods in far as goods will be supplied and delivered over a defined period of time at regular intervals in line with a respective purchase order.

To exercise your right of cancellation, you must advise us of your decision to cancel this contract by forwarding a clear statement to our below address (for example by way of mail, facsimile or electronic mail):

CARALUX LED- und Neonlichttechnik GmbH

Im Rittergut 8/1004519 Rackwitz / OT LemselGermanyFacsimile: +49 (0)34202 / 339 103 E-mail: info@caralux.de

To do this, you may use the model form for cancellation enclosed herewith, which, however, is not a requirement. To observe the cancellation period, it is sufficient to mail or send the notification of your intention to exercise your right of cancellation prior to the expiration of the cancellation period.

Consequences of cancellation

If you rescind from this contract, we will have to reimburse to you any and all payments received from you including delivery expenses (but excluding any additional costs arising from the fact that you have chosen a different type of delivery than the most favorable standard delivery offered by ourselves) without any undue delay, but in any case within fourteen (14) days from the day on which we receive your notification of cancellation of this contract. For this reimbursement, we will use the same means of payment or currency as the one used by you for the original transaction unless expressly otherwise agreed with you; by no means will you be charged any fees for this reimbursement.

We may refuse to make such reimbursement until you will have returned the goods or until you will have furnished evidence showing that you have returned the goods, whichever is earlier. You must return or deliver the goods to us at the below address without any undue delay and in any case no later than within fourteen (14) days from the day on which you advise us of your cancellation of this contract:

CARALUX LED- und Neonlichttechnik GmbH

Im Rittergut 8/1004519 Rackwitz / OT Lemsel Germany.

This time limit will be deemed observed if you return the goods prior to the expiration of said period of fourteen (14) days.

You will bear the indirect costs for returning the goods as above.

You must only compensate for any loss in value of the goods if this loss in value is caused by any treatment of said goods to an extent not required to verify or check their composition, properties or functionality of said goods. Here, by "checking the properties and functionality", we understand the testing and trying of the respective goods such as it can be done and is common practice in the retail outlet.

- END OF CANCELLATION POLICY -

(2) The right of cancellation will be excluded in the following instances unless expressly agreed otherwise between the Parties hereto:

1. For contracts for the supply and delivery of goods not prefabricated or ready-made or for the manufacture of which customized selection or specification by the consumer is required or which are clearly customized for the personal requirements of the consumer respectively;

2. For contracts for the supply and delivery of audio or video recordings or of computer software in shrink-wrapped packaging if the seal of the package was broken after delivery; and

3. For contracts for the supply and delivery of newspapers, magazines or pictorials, with the exception of subscriptions.

Section 5 - Right of cancellation for consumers for contracts for the supply and delivery of digital content

Consumers will be entitled to cancel their purchases within a period of fourteen (14) days.

- CANCELLATION POLICY -

Right of cancellation

You may rescind from this contract within a period of fourteen (14) days without giving reasons. The period of cancellation will be fourteen (14) days from the day of contract formation.

To exercise your right of cancellation, you must advise us of your decision to cancel this contract by forwarding a clear statement to our below address (for example by way of mail, facsimile or electronic mail):

CARALUX LED- und Neonlichttechnik GmbH
Im Rittergut 8/10
04519 Rackwitz / OT Lemsel
Germany

Facsimile: +49 (0)34202 / 339 103E-mail: info@caralux.de

To do this, you may use the model form for cancellation enclosed herewith, which, however, is not a requirement. To observe the cancellation period, it is sufficient to mail or send the notification of your intention to exercise your right of cancellation prior to the expiration of the cancellation period.

Consequences of cancellation

If you rescind from this contract, we will have to reimburse to you any and all payments received from you including delivery expenses (but excluding any additional costs arising from the fact that you have chosen a different type of delivery than the most favorable standard delivery offered by ourselves) without any undue delay, but in any case within fourteen (14) days from the day on which we receive your notification of cancellation of this contract. For this reimbursement, we will use the same means of payment or currency as the one used by you for the original transaction unless expressly agreed otherwise with you; by no means will you be charged any expenses for this reimbursement.

- END OF CANCELLATION POLICY -

Section 6 - Right of cancellation for consumers for contracts for services

Consumers will be entitled to cancel their purchases within a period of fourteen (14) days.

- CANCELLATION POLICY -

Right of cancellation

You may rescind from this contract within a period of fourteen (14) days without giving reasons. The period of cancellation will be fourteen (14) days from the day of contract formation.

To exercise your right of cancellation, you must advise us of your decision to cancel this contract by forwarding a clear statement to our below address (for example by way of mail, facsimile or electronic mail):

CARALUX LED- und Neonlichttechnik GmbH

Im Rittergut 8/1004519 Rackwitz / OT LemselGermanyFacsimile: +49 (0)34202 / 339 103 E-mail: info@caralux.de

To do this, you may use the model form for cancellation enclosed herewith, which, however, is not a requirement. To observe the cancellation period, it is sufficient to mail or send the notification of your intention to exercise your right of cancellation prior to the expiration of the cancellation period.

Consequences of cancellation

If you rescind from this contract, we will have to reimburse to you any and all payments received from you including delivery expenses (but excluding any additional costs arising from the fact that you have chosen a different type of delivery than the most favorable standard delivery offered by ourselves) without any undue delay, but in any case within fourteen (14) days from the day on which we receive your notification of cancellation of this contract. For this reimbursement, we will use the same means of payment or currency as the one used by you for the original transaction unless expressly agreed otherwise with you; by no means will you be charged any expenses for this reimbursement. If you have requested that services shall commence during the cancellation period, you must pay us a reasonable amount for the services rendered until your notification of cancellation proportionate to the overall amount of services as provided for by the contract

Section 7 - Model form for cancellation

If you want to rescind from the contract in accordance with the above paragraph, you may simply fill out this blank form and return the same to us. However, use of this blank form is not compulsory.

To:

CARALUX LED- und Neonlichttechnik GmbH

Im Rittergut 8/1004519 Rackwitz / OT LemselGermanyFacsimile: +49 (0)34202 / 339 103 E-mail: info@caralux.de

I / we (*) hereby rescind from the contract concluded by me / us (*) for the purchase of the following goods (*) / the rendering of the following services (*)

Ordered on (*) / received on (*)

Name of consumer(s)

Signature of consumer(s) (for notification in hardcopy format only)

Date

(*) Delete as applicable.

Section 8 - Validity of the contract

(1) A purchase agreement, contract for work and services or contract for work and materials respectively concluded between CARALUX and the Purchaser will be effective and valid regardless of required official authorizations or permission or consent from third parties, if any.

(2) The Purchaser shall obtain and procure any and all required authorizations, permits or consent by itself. Insofar as CARALUX should, by way of exception, participate in the procurement of required authorizations or permits, this will happen exclusively on behalf and for account of the Purchaser only. Any costs additionally incurred by CARALUX for compiling any required documents shall also be payable by the Purchaser.

(3) If the goods or the purchase order must be modified due to regulatory or similar requirements, the same shall be deemed commissioned and ordered by the Purchaser. Any additional costs incurred in the process shall be borne by the Purchaser.

Section 9 - Prices

(1) Unless expressly agreed otherwise, our prices are calculated ex works.

(2) Unless agreed otherwise, the prices quoted do not include packaging or shipping costs or value-added tax (VAT).

(3) The prices or rates agreed for any samples, sketches, designs or similar design or planning services expressly requested by the Purchaser shall be payable even though the purchase order may not be placed at all. These items will become the property of the Purchaser upon payment of the respective prices or rates.

(4) Prices quoted for advertising structures or similar items that include installation work do not include the following: electrical installation work, scaffolding or hoists, if any, work or services rendered by other trades such as more specifically masonry work, plastering work, roof work, cutting work or sealing work, the costs of proof of stability and disposal of material.

Section 10 - Terms and methods of payment, maturity

(1) The invoiced amount will become due for payment upon receipt by the Purchaser. For advance payment, the amount payable will become due for payment immediately upon contract formation.

(2) In particular cases, CARALUX reserves the right to make delivery against prepayment only. In such an instance, the product will only be shipped to the Purchaser upon receipt of the invoiced amount in full.

(3) Except when otherwise stipulated, one third (1/3) of the price will be payable when placing the order, one third (1/3) will be payable upon readiness for delivery or installation, and the balance will be payable upon delivery of the goods or upon acceptance of the work respectively. Other terms of payment must be expressly agreed in writing.

(4) Except when otherwise stipulated or specified in our invoice, payment shall be made strictly net such that we can dispose of the respective amount as of the due date written on the invoice. The costs of the payment transaction shall be borne by the Purchaser.

(5) Agents, representatives, fitters or installers or drivers will only be authorized to accept payment if they are in possession of a respective power of attorney.

(6) Payments may be credited by us against other outstanding debts, if any.

(7) Noncompliance with the terms of payment or any other circumstances we may become aware of after the respective formation of contract that would give rise to reasonable doubt as regards the ability of the Purchaser to meet financial obligations will result in all obligations immediately becoming due for payment including any current liabilities on bills of exchange. In such an instance, we will be entitled to rescind from the contract and to demand compensation unless the Purchaser will make advance payment or provide adequate security respectively.

(8) Offsetting by the Purchaser will only be acceptable if the counter claim is undisputed, has been determined without further legal recourse or has been acknowledged by CARALUX.

(9) A right of retention on the part of the Purchaser will only be effective for claims from the same contractual relationship.

Section 11 - Default of payment

(1) The Purchaser will be deemed to default on payment without notice within ten (10) days from maturity and receipt of the respective invoice or of the goods or services respectively.

(2) Where the Purchaser is not a consumer, default interest at a rate of eight (8) percentage points above the respective prime lending rate will be charged. In addition, the Purchaser must pay all dunning costs and collection expenses.

Section 12 - Rescission

If the contract is challenged for a reason arising from § 119 of the German Civil Code (BGB), the Purchaser must compensate CARALUX for the damage by inconfidence incurred plus an amount  of ten percent (10%) of any work already done. If the merchandise ordered is a special design or custom-made product, rescission pursuant to § 119 of the German Civil Code (BGB) will be excluded.

Section 13 - Retention of title

(1) The goods supplied and delivered (goods subject to retention of title) will remain the property of CARALUX until the Purchaser will have fully satisfied all obligations arising from the contractual relationship.

(2) Where the subject goods are combined or blended with other objects, the ownership of CARALUX in the newly formed object will correspond to the share of the goods supplied and delivered in the newly formed object. Machining or processing of the goods subject to retention of title will occur on behalf of CARALUX as a manufacturer within the meaning of § 950 of the German Civil Code (BGB). The goods machined or processed in this manner will be deemed to be goods subject to retention of title according to para. 1. Where the goods subject to retention of title are combined or blended with other goods by the Purchaser, we will acquire co-ownership in the new object on a pro rata basis. Where the ownership of CARALUX should cease to exist due to said combination or blending, the Purchaser will transfer to CARALUX the property rights in the new stock or the new object due to it in the scope of the value of the goods subject to retention of title with immediate effect and will hold the same in safe custody for and on behalf of CARALUX free of charge. Co-ownership of the Purchaser will be deemed to be goods subject to retention of title according to para. 1.

(3) As long as ownership is not transferred to the Purchaser, but where the Purchaser is in possession of the goods, the Purchaser will be dutybound to take due care of the same.

(4) The Purchaser will be dutybound to immediately advise CARALUX accordingly should any third party take possession of the goods such as in the event of attachment or should the goods be damaged or destroyed respectively. The Purchaser shall immediately notify ourselves of any transfer of ownership in the goods or change of the place of business respectively. Insofar as, in the event of attachment, the third party should not be in a position to compensate ourselves for the legal costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the Purchaser shall be liable towards CARALUX for any loss incurred. However, the Purchaser will not be entitled to pledge or assign by way of collateral the goods supplied and delivered on its own. The Purchaser shall refund the legal costs and out-of-court expenses of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO) and shall be liable for any loss incurred.

(5) In instances of conduct contrary to the terms of the contract on the part of the Purchaser, and more specifically in the event of default of payment, CARALUX will be entitled to rescind from the contract and to demand surrender of the goods.

(7) The Purchaser will only be entitled to resell the goods subject to retention of title or to proceed to any other kind of sale transaction involving the same provided that it reserves ownership in the goods subject to retention of title until payment of the purchase price has been made in full. It shall not be entitled to proceed to any other acts of disposal. The Purchaser will transfer to CARALUX any and all claims resulting from any such resale towards its purchasers or any third parties as security in the amount of the final invoiced amount plus VAT with immediate effect, including any and all ancillary rights, irrespective of whether the goods are resold without being processed or after processing respectively. CARALUX hereby accepts such assignment. The Purchaser will remain entitled to collect said claims even after such assignment until canceled. The authorization to process or resell will expire as and if it will not meet its payment obligations towards CARALUX, would materially breach any contracts concluded with us or would become unable to service debt as scheduled. Inability to service debt as scheduled would include suspension of payment, overindebtedness, institution of insolvency proceedings or any other major change in the financial circumstances of the Purchaser that might result in compromising our collaterals. In such an instance, the Purchaser will be dutybound to assist us in collecting said claims. Upon lapse of the power of disposition of the Purchaser, we will be entitled to collaterize our property rights in the goods subject to retention of title, and more specifically to take possession of any stock of the goods subject to retention of title stored in the Purchaser's warehouse at the latter's expense. Our power to collect the claim ourselves will remain unprejudiced by the above. However, CARALUX undertakes not to collect said claims as long as the Purchaser will meet its payment obligations from the agreed revenues, will not be in default of payment and more specifically will not institute insolvency proceedings or composition proceedings respectively and will not cease to make payment. However, should any of these instances occur, we may demand that the Purchaser disclose to us any assigned book accounts and the associated debtors, any and all information required to collect the same, that it submit to us any associated documents and that it advise the debtors (third parties) of said assignment; in addition, any and all accounts receivable from this business relationship will become due for payment with immediate effect; allowances, if any, will be deemed forfeited. The accounts assigned to us by the Purchaser in advance also relate to the approved balance and, in the event of insolvency of the Purchaser, to the then existing "causal balance". These will be used for collaterization to the same extent as the goods subject to retention of title. In the event of sale of any goods in which we have co-ownership shares, a respective share equivalent to the co-ownership share will be assigned accordingly.

(8) We undertake to release the collaterals we are entitled to upon the Purchaser's request if and when the realizable value of our collaterals exceeds the accounts receivable by more than twenty percent (20%); the collaterals to be released will be selected by ourselves.

Section 14 - Installation

(1) Where our scope of service includes installation work, it will be assumed that the same can be carried out expediently and continuously, without any interruption or delay.

(2) Unless stipulated otherwise, the Purchaser shall submit to CARALUX drawings true to scale, photographs or other such documents required for installation in due time before commencement of installation work.

(3) Even though fixed prices may have been agreed, installation rates will not be deemed to include any costs incurred by delay or additional work for which the Purchaser is responsible. Any such additional expenses in terms of labor, time or material will be at the Purchaser's account.

(4) Required external services, if any, may be commissioned by CARALUX on account of the Purchaser.

(5) Unless stipulated otherwise, in case CARALUX will erect or install the goods, the Purchaser shall pay the agreed rates plus any necessary ancillary expenses such as travel expenses, transportation costs or daily allowances.

(6) Where CARALUX is bound to dispose of any dismantled or removed parts in line with legal, regulatory or similar requirements, the Purchaser shall bear any related costs.

Section 15 - Supply and delivery, acceptance

(1) Where advertising structures or other goods are supplied and delivered excluding installation, shipment or transportation will occur for the account and risk of the Purchaser. The costs of transportation insurance, if any, shall be borne by the Purchaser. Damage in transit, if any, must be ascertained through assessment of damage towards the carrier. The goods may not be rejected for mere negligible defects.

(2) Where advertising structures or similar works are installed by ourselves, the Purchaser will be obligated to accept the same immediately upon completion of the work. If prevented from doing so, the Purchaser shall proceed to acceptance inspection within twelve (12) working days. Failing this, acceptance will still be deemed granted upon expiration of said time limit as and if we advise the Purchaser of such fact upon commencement of said time limit.

(3) Goods for which a notification of readiness for shipment or for installation resp. has been forwarded but which is not called off by the Purchaser within five (5) working days will be placed into stock for the account and risk of the Purchaser.

(4) The Purchaser must not refuse acceptance of the goods for negligible defects.

Section 16 - Periods of delivery

(1) Unless expressly agreed otherwise in writing, periods of delivery stated hereunder will be noncommittal. If the type and scope of the purchase order are changed by mutual agreement later on, a period of delivery that may originally have been agreed may be invalidated. Delays in delivery will entitle the Purchaser to rescind from the contract upon expiration of a reasonable grace period only.

(2) If the Purchaser is in default of acceptance or otherwise negligently breaches its obligations to co-operate, we will be entitled to demand compensation for any loss incurred thereby, including any additional expenditures. The right to claim additional indemnities and more specifically to rescind from the contract remains reserved.

(3) Unforeseeable or unpreventable events of force majeure such as strike or lockout affecting ourselves or one of our suppliers that would prevent ourselves or our suppliers from due performance will entitle us, at our choice, to cancel or suspend our obligation to deliver in whole or in part. The Purchaser will still be under an obligation to accept the goods even though the period of delivery may have been exceeded. We will immediately advise the Purchaser of the occurrence of an event of force majeure. Unforeseeable and unpreventable circumstances that would significantly impede our making delivery or prevent us from making delivery such as monetary measures or measures to protect trade, interruption of operations (such as due to fire, lack of raw materials or energy shortfall) or non-availability of transportation will be deemed equivalent to force majeure, irrespective of whether such situations occur at our own business or at our supplier's or subcontractor's. We warrant the careful selection of our upstream suppliers or sub-suppliers resp.

Section 17 - Shipping costs / passing of risk

(1) The Purchaser shall bear the shipping costs from the place of the subsidiary or branch of CARALUX.

(2) The risk of accidental destruction or of accidental deterioration of the goods shall pass on to the Purchaser upon delivery of the goods to the carrier or upon shipment of the goods ex works respectively. If shipment is delayed at the request of the Purchaser, the passing of risk will occur upon the notification of readiness for shipment to the Purchaser. After the passing of risk, the Purchaser shall bear the warehousing costs, if any.  

(3) Section 17, para. 2, of these General Terms and Conditions will not apply if the Purchaser is a consumer pursuant to Section 13 of the German Civil Code (BGB). Here, the passing of the risk will only occur upon delivery of the goods to the Purchaser or at the time of default of acceptance respectively. in this case, the goods supplied and delivered must be inspected for damage immediately upon receipt, and damage in transit, if any, must be documented and reported without any undue delay.

Section 18 - liability for defects

(1) Liability for defects will be governed by applicable statutory provisions governing the sale of goods law and work contract law resp. 

(2) By way of derogation from this, Section 14 of the German Civil Code will apply for entrepreneurs or contractors as follows:

1. A negligible defect will not give rise to warranty claims for defects;

2. CARALUX will be entitled to choose the type of supplementary performance;

3. For second-hand goods, rights or claims for defects will be excluded;

4. For new goods, the period of limitation will be one (1) year from the passing of risk;

5. For replacement deliveries within the scope and limits of supplementary performance, the period of limitation will not start afresh;

6. The right to the remedy of self-help pursuant to § 637 of the German Civil Code (BGB) will be excluded if we have not fraudulently concealed the defect or warranted the condition and workmanship of the goods;

7. Claims for damages on the part of the Purchaser for material defects will be excluded. This will not apply in instances where we have fraudulently concealed the defect, if a guaranteed quality was not maintained or in instances of injury to life, body or freedom. In addition, this exclusion will not apply to any instances of willful or grossly negligent breach of contract;

8. Without prejudice to the provisions of Section 18, para. 2, no. 7, the goods supplied and delivered must be inspected for defects immediately upon receipt. Defects, if any, must be notified immediately upon supply and delivery. If the notification of defects is delayed, the Purchaser shall bear any costs arising from such delay; and

9. For the supply and delivery of goods not manufactured by ourselves, claims for defects will be excluded  provided that we are not to be held responsible for the same.

(3) If the Purchaser is a consumer pursuant to § 13 of the German Civil Code (BGB), the period of limitation is a s follows, by way of deviation from legal regulations:

1. two (2) years from the passing of risk for new goods, and

2. one (1) year from the passing of risk for second-hand goods.

(4) Claims for damages or compensation of the Purchaser pursuant to Section 19 of these Terms and Conditions will remain unprejudiced by the liability limitations or the limitation of the period of limitation according to Section 18, paras. 2 and 3, of the General Terms and Conditions. This will also apply if the damage has occurred due to material defects or if expenditures were incurred due to a defect respectively.

(5) The statutory periods of limitation pursuant to § 478 of the German Civil Code (BGB) will remain unprejudiced.

(6) Sections 18, para. 2, and 3 of the General Terms and Conditions will be excluded in instances of intentional breach of contract or fraudulent concealment of a material defect respectively.

Section 19 - Liability / compensation for damages, and expenditures

(1) CARALUX will be exclusively accept liability according to the following provisions and within the scope and limits of legal requirements, irrespective of the legal reason or basis.

(2) We will not accept liability for damage that has occurred due to a defect, but not on the goods as such (consequential damage). This will not apply if we have fraudulently concealed the defect, if a guaranteed quality has not been maintained or in instances of injury to life, body or freedom. In addition, this exclusion will not apply to instances of willful or grossly negligent breach of contract.

(3) CARALUX will be fully liable for damage due to injury to life, body or health. In addition, CARALUX will be fully liable in instances of malicious intent, gross negligence, fraudulent intent or within the scope and limits of a guarantee.

(4) CARALUX will also be fully liable if so required by mandatory legal requirements.

(5) For the rest, CARALUX will, in instances of negligent breach of material contractual obligations, merely be liable for the amount of a foreseeable typical average damage only. By material contractual obligations, we understand obligations imposed on CARALUX within the scope and limits of the contract with a view to achieving the purpose of this contract and on which the Purchaser could rely on a regular basis where due performance of this contract will be possible based on said obligations only.

(6) In the instance of negligent violation of obligations not material to the contract, liability to pay damages will be limited to the contract price.

Section 20 - CARALUX' copyrights

(1) We fully reserve our exploitation rights in terms of property right or copyright law in any bids or quotations, drawings, designs or similar documents. These may only be made available to third parties subject to and after our prior consent.

(2) Said bids or quotations, designs or similar must not be made available to third parties, more specifically to competitors, and must not be used for the purpose of participating in calls for tenders. They must be returned with immediate effect if the offer is not accepted.

Section 21 - Final provisions

(1) The language of the contract will be German.

(2) The place of performance will be Rackwitz / Germany.

(3) The exclusive venue for disputes in connection with this contractual relationship will be Dresden / Germany. This will apply to all disputes with merchants, bodies corporate organized under public law and special public-law assets.

(4) Section 21, para. 2, of these Terms and Conditions will apply accordingly to customers that do not have a place of general jurisdiction in the Federal Republic of Germany or the EU or the habitual residence of whom at the time of commencement of an action is not known.

(5) The right of CARALUX to go to a court at a different legal jurisdiction will remain unprejudiced by Section 21, paras. 2 and 3.

(6) All legal relationships of the Parties hereto shall be exclusively governed by the law of the Federal Republic of Germany to the exclusion of all conflicts of law provisions that would refer to a different legal system. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. This choice of law will apply to consumers provided that the protection granted will not be reduced or withdrawn by mandatory provisions of law of the state in which the consumer has its habitual abode.

(7) Should any one provision hereof be or become invalid, the remaining provisions hereof shall remain unprejudiced. In such an event, the Parties hereto will negotiate a new provision to replace the invalid provision that most closely resembles its original intention. The same will apply to any gaps in the contract accordingly.