Sompex delivers and performs exclusively on the basis of the following general terms and conditions (hereinafter referred to as "GTC"). Individual agreements made with the customer in individual cases shall in any case take precedence over these GTC. Our written confirmation shall be authoritative for the content of such agreements.

Section A - GTC vis-à-vis consumers

The following provisions of this section A shall only apply if the buyer is a consumer (§ 13 BGB).

• Conclusion of contract in the online shop

1. Our offers in the online shop are to be understood as an offer to submit an offer by the customer. The offers do not include any statement about the availability of the goods with us, unless otherwise stated for the respective goods.
2. By placing an order in the online shop, the customer makes a binding offer to purchase the goods in question. We can accept the offer until the end of the third working day following the day of the offer. This also applies if the customer pays for the goods using PayPal. If payment is made with PayPal and we nevertheless reject an order, the amount paid accordingly will be credited back to the customer's PayPal account without delay.
3. We will send the customer a confirmation of receipt of the offer immediately after receipt of the offer, which does not constitute acceptance of the offer. The purchase contract with the customer shall only be concluded upon our acceptance
   
   The customer's offer shall only be deemed to have been accepted by us as soon as we declare acceptance to the customer (by e-mail) or dispatch the ordered goods. When ordering several goods, we reserve the right to accept the order of individual goods and to reject others (e.g. due to lack of capacity).
4. The customer's right, if any, to revoke the purchase contract shall remain unaffected by the above provisions
   

   Prices, invoice and payment

5. The prices offered and shown in our online shop are binding and do not include any delivery costs. All price quotations in the online shop include the statutory value added tax.
6. We send our invoices at our discretion either together with the ordered goods or by e-mail to the e-mail address provided by the customer.
7. Unless expressly agreed otherwise, we only deliver against advance payment (in the manner specified in the online shop).
8. If we have agreed with the customer that we will collect the invoice amount from the account specified by the customer by SEPA direct debit, the customer must ensure that the account is sufficiently covered.
9. The invoice amounts are to be paid in full and in one payment; partial payments are not accepted. Furthermore, the customer shall not be granted a cash discount unless otherwise agreed.
10. If the customer is in default of payment, we shall be entitled to demand interest on arrears at a rate of five percentage points above the base rate per annum. If we can prove that we have incurred higher damages due to default, we shall be entitled to assert these against the customer.
11. Payments by the customer shall always be made in accordance with the provisions of §§ 366 para. 2, 367 para. 1 BGB (German Civil Code); any repayment provisions of the customer to the contrary shall not apply.
12. The customer shall not be entitled to a right of set-off or retention unless the counterclaim has been recognised by us, is undisputed or has been finally determined by a court of law.
    

    Deliveries

13. Deliveries shall be made to the address specified by the customer. If the delivery is made as a parcel, the customer will receive the parcel at his door
    
    If delivery is made by a forwarding agent due to the size of the order, delivery can only be guaranteed up to the first door at kerb level. The customer must clarify any special requests with the freight forwarder in advance.
14. Shipping costs are incurred by the customer for the shipment. The costs for shipping will be shown to the customer before submitting his order. If a shipment is made in several partial deliveries, the shipping costs will only be charged once. All prices include the statutory value added tax.
15. The selection of the shipping method, forwarding agent and/or carrier is at our discretion. We do not owe the conclusion of a transport insurance.
16. In the event that our supplier fails to deliver goods or components which are necessary for the production of the goods to us on time, any agreed delivery period until delivery by our supplier shall be extended by a period of three working days plus a maximum period of three weeks, provided that we are not responsible for the delay in delivery by our supplier and have immediately reordered the goods.
17. If the goods or components which are necessary for the production of the goods cannot be delivered or cannot be delivered in time for one of the reasons stated in Clause 16, we shall notify the customer thereof without delay. If the goods are not available from our suppliers for the foreseeable future, we shall be entitled to withdraw from the purchase contract. In the event of withdrawal, we shall immediately reimburse the customer for any payments made to us. The legal rights of the customer due to delay in delivery shall not be affected by the above provision.
18. We are entitled to make partial deliveries of separately usable products included in an order, whereby we shall bear the additional shipping costs caused thereby.
    

    Retention of title

19. We retain title to the goods delivered by us until full payment of the purchase price (including VAT and shipping costs) for the goods in question.
20. The customer is not entitled to resell the goods delivered by us and still subject to retention of title without our prior written consent.
21. The customer is obliged to inform us immediately of any access by third parties to the goods subject to retention of title, for example in the event of seizure, as well as of any damage to or destruction of the goods.
22. We are entitled to withdraw from the purchase contract and demand the return of the goods in the event of default of payment by the customer.
    

    Warranty

23. We grant a warranty on the LED circuit boards installed in luminaires in accordance with the warranty conditions available at https://www.sompex.de/de_de/herstellergarantie
    
    Furthermore, we do not grant any warranty on our products; the customer is therefore only entitled to warranty claims in accordance with these GTC.
24. The statutory warranty provisions shall apply unless otherwise stipulated below.
25. Claims for defects do not exist in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of faulty or negligent handling, unsuitable operating materials or due to special influences that are not assumed under the contract. If the customer or third parties make improper changes to the goods sold, there shall also be no claims for defects for these and the resulting consequences.
26. If the goods sent to the customer are defective, the customer shall initially have the choice of whether subsequent performance is to be effected by repair or replacement. In this case, however, we are entitled to refuse the type of subsequent performance chosen if it is only possible at disproportionately high cost and the other type of subsequent performance remains without significant disadvantages for the consumer.
27. If the supplementary performance fails, the customer may in principle demand a reduction of the purchase price (abatement) or rescission of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract.
28. The customer is obliged to return the defective goods to us upon request.
    

    Liability

29. In the case of claims for damages, our liability shall be limited to damage caused by us intentionally or through gross negligence.
30. Liability for other forms of negligence is excluded, unless the damage was caused by us through
    • injury to life, body or health,
    • Defects in the goods, insofar as liability for personal injury or damage to property exists under the provisions of the Product Liability Act, or
    • Defects which have been fraudulently concealed or if we have given a guarantee for the quality of the goods,
    • the breach of essential contractual obligations. In the event of a slightly negligent breach of essential contractual obligations, our liability shall, however, only be limited to the amount of the reasonably foreseeable damage typical for the contract. Material contractual obligations are obligations the fulfilment of which is essential to the proper performance of a contract and on the observance of which the customer regularly relies.
31. If the customer claims attorney's fees incurred against us as damage, we are only obliged to reimburse the attorney's fees and expenses to be calculated in accordance with the RVG as damage.
    

    Data protection

32. Personal data (e.g. title, name, address, e-mail address) are collected, processed and stored by us exclusively in accordance with applicable laws, in particular the German Federal Data Protection Act (BDSG) and the German Data Protection Regulation (DS-GVO) as well as the German Telemedia Act (TMG).
33. We provide supplementary information on data protection as well as on the type, scope and purpose of the collection and use of personal data carried out by us within the scope of our data protection declaration on www.sompex.de.
    

    Applicable law and place of jurisdiction

34. The purchase contract existing between us and the customer is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
    

    Final provisions

35. All ancillary agreements to, supplements to and amendments of a contract concluded with us, including these GTC, must be in writing.
36. Should individual provisions of these General Terms and Conditions be invalid or should these General Terms and Conditions contain a loophole, this shall not affect the validity of the remaining provisions of these General Terms and Conditions. The invalid provision shall be deemed to be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision. A loophole shall be deemed to be filled by a supplementary provision which corresponds as closely as possible to the economic purpose of the respective contract.
    

    Information on online dispute resolution

37. The EU Commission has created an internet platform for the online settlement of disputes (so-called "OS platform"). The ODR platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online purchase contracts. The customer can access the ODR platform via the following link: http://ec.europa.eu/consumers/odr/
38. We do not participate in dispute resolution proceedings before a consumer arbitration board
    

    Battery Act (BattG)

39. The scope of delivery of many devices includes batteries or rechargeable batteries which are necessary for operation. In connection with the sale of batteries or the delivery of devices containing batteries, we are obliged to inform our customers of the following:
    
    The customer is legally obliged to return used batteries as the end user. The return can take place at a municipal collection point or anywhere in the trade where batteries/battery packs are sold. The customer can also return used batteries that we carry or have carried as new batteries in our product range free of charge to our dispatch warehouse ([Sompex warehouse: Pestalozzistrasse 120 -122, 40549 Düsseldorf]).
    
    The symbol of the crossed-out dustbin on batteries and accumulators means that batteries and accumulators must not be disposed of in household waste.
    
    
    
    The improper disposal of batteries and accumulators can have harmful effects on the environment and also on human health due to the substances they contain. Therefore, the separate collection and recycling of used batteries is of particular importance. In this way, the valuable raw materials contained in the batteries can be recycled. The customer should therefore observe the above instructions.
    
    The symbols shown on the batteries (chemical symbol of the respective pollutants they contain) have the following meaning
    :Pb= Battery contains more than 0.004 mass percent lead (Pb)
    Cd= Battery contains more than 0.002 mass percent cadmium (Cd)
    Hg= Battery contains more than 0.0005 mass percent mercury (Hg)
    

    Electrical and Electronic Equipment Act (ElektroG)

    
    
    
    
    
40. Our range of goods also includes electrical appliances (e.g. lights) that fall under the ElektroG.
    
    The aim of the Waste Framework Directive is to increase the promotion of the circular economy by avoiding waste and, above all, by increasing the recycling of waste. The customer can find further information under Circular Economy [Kreislaufwirtschaft] [BMUV]. There the customer can also find statistics based on the existing reporting obligations from the WEEE Directive(Electrical and Electronic Equipment | BMUV) as well as further information on the collection rates of waste batteries under Waste Batteries | BMUV
    
    The symbol for the separate collection of electrical and electronic equipment represents a crossed-out wheeled bin.
    
    
    
    As the owner of old appliances, the customer is obliged under the ElektroG to dispose of the old appliances at the end of their service life separately from unsorted municipal waste. Disposal, e.g. in normal household waste, is therefore prohibited.
    

    Before separate disposal, the customer must:

    • Separate used batteries and accumulators, which are not enclosed by the old appliance, from the old appliance without destroying them
    • Separate lamps that can be removed from the old appliance without destroying it.
    • As the end user, the customer is responsible for deleting personal data on the old appliance to be disposed of - please delete all data on it!
41. We are obliged to collect the old electrical equipment free of charge according to § 17 paragraph 1 and 2 ElektroG. The customer must observe the following:
    • The type of device to be collected must correspond to that of the delivered device.
    • Delivery and collection do not take place in one step - we will arrange a separate appointment for collection.
    • The customer, or a representative designated by the customer in advance, must be present during the usual collection time between 7:00 a.m. and 5:00 p.m., make the unit available and countersign the collection.
    • The collection appointment will be made by telephone or email within 5-7 days of the appointment.

    The WEEE must be dismantled and ready for collection, This includes:
    
    

    • Disconnection from electricity and water mains.
    • Removal of old batteries and accumulators not enclosed by the old appliance before the return of the electrical appliance.

    If the customer wishes to have his old appliance collected, he should contact our customer service by telephone: 02115228070 (Mon-Fri: 09-15 hrs)
42. The customer can also hand in his WEEE himself free of charge at the following collection points: https://www.interzero.de/leistungen/ruecknahmesysteme. There the customer can search for the nearest take-back point.
    
    Small appliances (= no external appliance dimension larger than 25 cm) may be handed in at the take-back points in quantities customary for households. Large appliances (= at least one external appliance dimension larger than 25 cm) may be returned to the take-back points in an "old-for-new" exchange - i.e. if the customer buys a new appliance from us, he/she may return an old appliance that essentially fulfils the same functions as the new appliance to one of the take-back points, provided that he/she can prove the purchase of the new appliance to the take-back point. For this purpose, the customer must send his return request by e-mail to Interzero, stating the type of appliance to be returned (refrigerator, washing machine, electric cooker, television, etc.) together with a copy of the invoice for the purchased new appliance. For this purpose he has to use the form at https://www.interzero.de/leistungen/ruecknahmesysteme/elektroaltgeraete-weee/. On the basis of the data transmitted by the customer, Interzero will check whether the customer is entitled to hand in an old appliance at one of the Interzero take-back points. If this is the case, Interseroh will also provide the customer with a receipt by e-mail containing at least the following information:
    
    
    • Date of purchase + type of appliance of the new appliance
    • Interzero contract number of the customer
    • Interzero logo
    • possible return period
    With the issued receipt, the customer can now return the old appliance free of charge to one of the Interzero take-back points in his vicinity.
    If the receipt is missing, the collection point is not obliged to accept the old appliance. The collection point can also refuse to accept WEEE that poses a risk to the health and safety of people due to contamination (cf. § 17 Para. 4 in conjunction with § 13 Para. 5 ElektroG).

Section B - General Terms and Conditions vis-à-vis other customers

The following provisions of this Section B shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as Sompex has expressly agreed to their validity. Individual agreements made with the customer in individual cases shall in any case take precedence over these GTC. Our written confirmation shall be decisive for the content of such agreements.

I. Offer, order and payment modalities

1. Our offers are non-binding and subject to change.
2. In the event of a shortfall in the PU (sales unit) stated in the price list published by Sompex, a surcharge of 10% on the actually agreed purchase price shall be invoiced. Our current prices at the time of conclusion of the contract shall apply.
3. The minimum order value is 500.00 Euro net value of goods. In the case of an order size of less than 500.00 Euro net value of goods, a minimum quantity surcharge of 5.00 Euro shall be invoiced. For new customers, the initial order value shall be at least 1,000.00 Euro net value of goods.
4. Changes / cancellations of orders must be made in writing.
5. Our invoices are payable - irrespective of the receipt of the goods and without prejudice to the right of notification of defects - within 8 days of the invoice date with a 3% discount or within 30 days net without deduction.
6. In the event of existing open items or in the event of negative credit information, Sompex shall be entitled to demand payment in advance from the customer within a reasonable period of time, irrespective of the payment terms agreed in the purchase contract. If the customer does not make this payment within the specified period, Sompex shall be entitled to withdraw from the contract. In this case, 5 per cent of the net value of the goods, but at least 5.00 euros, shall be charged for the increased administrative expense.

   II. Shipping modalities

7. Deliveries shall be made carriage forward ex warehouse Düsseldorf, irrespective of whether freight costs are invoiced by us or the carrier. Packaging costs will be invoiced at cost price. For an order value of 750.00 Euro net value of goods or more, delivery within Germany is free of charge. A flat rate of 1.8% breakage insurance will be charged.
8. In the case of residual items and special prices which deviate from our catalogue prices, delivery is generally carriage forward ex Düsseldorf warehouse.
9. For direct deliveries to the customer's end customer, an additional charge of 7.50 euros per delivery will be made. If the customer's end customer cannot be met by the carrier in the case of freight delivery and a second journey has to be made, this second journey will be charged with a further 15.00 euros.
10. Goods ordered for collection by the customer must be collected from the Düsseldorf warehouse within 5 working days. After expiry of this period, the order will be cancelled. For the return of the goods to the logistics centre and general administrative expenses, an amount of 5% of the net value of the goods, but at least 5.00 euros, will be charged.
    

    III. Notification of defects and returns

11. The goods delivered by us are free of defects if they comply with the subjective requirements (§ 434 para. 2 BGB) and the assembly requirements (§ 434 para. 4 BGB) at the time of transfer of risk. On the other hand, it is not a prerequisite for the goods to be free of defects that they comply with the objective requirements of § 434 para. 3 if and to the extent that the customer and we have reached an agreement on the subjective requirements of the goods. The above provision in sentence 2 shall not apply in cases of so-called supplier recourse (§ 478 BGB) if the goods consist of an item with digital elements within the meaning of § 327a para. 3 BGB.
12. The quality and workmanship of the delivered goods must be carefully checked by the customer. Defects must be reported in writing and within 8 days of receipt of the goods. Notices of defects received later cannot be considered. In the event of a hidden defect, the statutory provisions on notices of defects shall apply.
13. Returned goods or returns will only be accepted if we have given our written consent and the original packaging of the goods is undamaged and free of stickers, labels or similar. If returns are not notified, we are entitled to refuse acceptance and to return the goods to the customer at the customer's expense.
14. All claims for defects against us shall become statute-barred one year after delivery, unless we have granted other (longer) limitation periods in individual cases. The above sentence 1 does not apply to claims for reimbursement of expenses (§ 445a BGB) and other warranty claims of the customer pursuant to § 437 BGB in the case of the so-called supplier's recourse (§ 478 BGB), where § 445b para. 2 BGB applies
    

    IV. Scope of delivery and retention of title

15. Illuminants, batteries and comparable consumables are generally not included in the scope of delivery. Should they nevertheless be supplied, they are not subject to the warranty.
16. The delivered goods are supplied subject to retention of title and remain our property until full payment of all claims arising from the business relationship.
    

    V. Product promotion

17. Sompex plans specific and time-limited advertising campaigns which can be used by any customer and, if necessary, also provides corresponding advertising material. In order to ensure that the product presentation by the customer reflects the brand image of our products, any additional material promoting our products (whether offline/online/print) must be agreed with us in advance and submitted for approval. In the event of resale of our goods via the Internet, the customer shall submit to us in advance for review and approval for this purpose its website through which it advertises, offers or sells our goods. This also applies to changes to materials approved by us which go beyond a correction of spelling mistakes or similar.
18. Unless otherwise agreed in individual cases, the customer is therefore also not permitted to advertise our goods via the Internet, in particular by means of advertising banners or mass e-mails, without appropriate consultation and approval.
19. A large part of the products presented in our catalogues is protected by trademarks, registered designs, utility models or patents. The catalogue design as well as the design of the photos, packaging and operating instructions for the individual products are our intellectual property and may only be used for sales purposes for a limited period of time for the duration of the business relationship after written approval. Any infringement of property rights or use of text and layout design without our approval will be prosecuted.
20. All products in our range are subject to strict quality control and meet the generally applicable quality standard. The illustrations and information contained in our catalogues are for illustrative purposes only and are non-binding in terms of colour, shape, design and technical data.
    

    VI. Use of image and video files

21. Insofar as we make image and video files available to the customer of our products for the purpose of product promotion, the purchaser shall receive the unlimited and non-exclusive, non-sublicensable right to use the respective files for the promotion of Sompex products or in connection with Sompex online (e.g. on the website) and off-line (e.g. for flyers and brochures) upon transfer of these files. We reserve the right to revoke the right of use granted if the customer violates the provisions in clause 20. After revocation of the right of use, the data provided must be completely deleted within one week.
22. The customer is prohibited from (i) making alienations and/or changes to the image and video files provided himself or having them made by third parties, (ii) using the image and video files provided in any other context than with our company or our products. We reserve the right to demand appropriate proof from the customer at any time.
    

    VII. Requirements for Sales Partners

23. Customers whom we supply are obliged to comply with the minimum criteria for sales partners which can be called up here and to inform us immediately if (1) they no longer meet the criteria or (2) they generally also wish to market the products supplied via online sales channels (in this respect a lead time of four weeks must be observed in order to enable us to check compliance with the online sales criteria). With regard to our criteria, significant changes in the business model or distribution must be notified by the contractual partner at least four weeks in advance.
24. Customers we supply may only deliver the goods supplied to end consumers and other distributors approved by us. Resale to non-approved resellers is not permitted.
25. We reserve the right to check compliance with these general terms and conditions at any time.
26. The final decision as to whether and with which products a sales partner is supplied lies solely with Sompex and may be influenced by any licensor for certain individual branded products distributed by Sompex.
27. Each customer may be conditionally adjusted annually based on their overall performance from Sompex's perspective. If the customer has not made any sales for one year, he is considered a new customer.
    

    VIII Place of performance, applicable law and place of jurisdiction

28. The place of performance for deliveries shall be Düsseldorf. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Düsseldorf.
29. Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions.
30. Our General Terms and Conditions shall apply in their currently valid version. With the publication of these GTC, all previous GTC shall lose their validity.