§ 1 Scope
- Supplies and services will be provided by WDI EMAC GmbH (hereinafter "WDI") based on these General Terms and Conditions of Business.
- These general terms and conditions of business also apply to companies, legal entities under public law or special funds under public law within the meaning of § 310(1), first sentence of the German Civil Code (BGB).
- We expressly reject any standard reference to the validity of the customer's own terms and conditions of business.
§ 2 Conclusion of a contract
- Insofar as the customer orders goods via the website www.organic-lights.com, the provisions specified under subsections 2 to 7 below shall apply.
- The presentation of goods in the online shop does not represent a legally binding offer but rather an invitation to place an order. By ordering the goods required online, over the telephone or by email, the customer is submitting a binding offer to conclude a purchase contract with WDI. When placing an order via the online shop, the customer is deemed to have submitted a binding offer to conclude a purchase contract for the product in question as soon as he has entered all the information required and completed the process by clicking on the "Buy now" button.
- As soon as it receives an offer, WDI will send confirmation regarding the content of the offer, although this does not yet constitute acceptance. WDI is entitled to accept the offer from the customer within 5 calendar days by sending an order confirmation to the customer. The contract shall come into effect upon receipt of the order confirmation.
- The order confirmation will be sent by email. If WDI does not have an email address for the customer to which emails may be sent, the order confirmation will be sent with the goods. If WDI has not accepted the customer's offer within 5 days, the offer is to be regarded as having been rejected. A contract shall not be concluded for products which are not listed in the order confirmation.
- If the customer orders goods which are simply marked "Pre-order now" in the online shop, a binding purchase contract will be concluded between the customer and WDI as soon as WDI accepts the contractual offer from the customer in accordance with the above provisions. However, in such a case, the customer has the right to cancel the contract at no cost by sending a corresponding declaration to WDI as long as the customer has not yet received any information regarding the goods being dispatched to him, nor the pre-ordered goods. Any statutory right of cancellation for consumers will remain unaffected.
- If an end customer orders goods in an unusually large quantity, WDI reserves the right not to accept a corresponding contractual offer and to refuse to make the delivery.
§ 3 Prices and terms of payment
- Prices quoted in the online shop are to be deemed to be in euros including VAT, but are exclusive of delivery and shipping costs (charges for products offered in the online shop can be found at http://www.organic-lights.com/en/service/shipping-returns/ and exclude payments for other additional services (e.g. training, installation, separate accessories or software, etc.) unless expressly agreed otherwise.
- Invoices and any reminders required will only be sent to the customer by email.
- Amounts invoiced are due for payment immediately and are to be paid without any deductions.
- The customer is not entitled to offset payments. This exclusion of setoff shall not apply if the counterclaims of WDI are not disputed, are declared final and absolute or are ready for a decision, or in the case of counterclaims which are in a relationship of mutuality with the claims for payment from WDI.
- As a rule, items offered via www.organic-lights.com are shown with details of availability including the latest availability date. If no specific details regarding availability are shown for an item, that means that it is immediately available. If an item is simply marked "Pre-order now" and no details regarding delivery time are provided, then it is not available for delivery but only available for pre-order. Unless agreed otherwise, WDI will deliver within ten days of the latest availability date indicated in each case after the conclusion of the contract and, if payment is made in advance, within ten days of the latest availability date indicated in each case after receipt of payment. If an item is available within a maximum of 4 days, for example, WDI will therefore deliver that item within 14 days of the conclusion of the contract and, if payment is made in advance, within 14 days of receipt of payment. If WDI is unable to keep to a delivery date and the customer grants it an extension, it must be of at least 2 weeks.
- Partial deliveries are permissible insofar as they are reasonable for the customer.
- If no express instructions are received from the purchaser, WDI shall be free to select the mode of shipping, the shipping company to be commissioned and the shipping route at its own discretion. Goods which are not suitable for dispatch as a package will be delivered free to kerbside.
- If the customer is a businessman, the risk of accidental loss or the accidental deterioration of the goods shall pass to the customer when the goods are handed over to the logistics partner commissioned.
- If, despite the prior conclusion of a corresponding purchase contract, the goods are unable to be delivered (including temporarily), WDI shall notify the customer regarding this immediately after an order has been placed as well as at regular intervals thereafter. Until delivery to WDI has been made by the upstream supplier, WDI is released from its performance obligation and may withdraw from the contract if it is not possible for delivery to be made. This shall not apply if WDI is responsible for the non-delivery on the part of the upstream supplier. If WDI wishes to withdraw, WDI shall exercise its right of withdrawal immediately. In the event of withdrawal, amounts already paid towards the purchase price shall be refunded by WDI immediately. Claims for damages by the customer are excluded. This shall not apply if non-delivery by the upstream supplier is attributable to WDI.
§ 5 Damage in transit/cut-off period for the notification of defects
If goods are supplied with obvious defects in/damage to the packaging or content(s), then the customer – without prejudice to his warranty rights – undertakes to notify WDI of this at the latest two weeks after receiving the goods by calling +49 4103 1800-0, so that WDI, for its part, can claim for damage in transit against the logistics company commissioned. If the customer is a businessman and the contract is required for the pursuance of his business operations, § 377 of the German Commercial Code (HGB) shall apply.
§ 6 Reservation of title
- Goods supplied shall remain the property of WDI until the purchase price has been paid in full. Prior to transfer of ownership, it is not permissible to pledge, transfer by way of security, process or transform the goods without express consent from WDI.
- With respect to customers in accordance with § 1, subsection 2, WDI shall retain title to the delivery item until all the payments arising from the business relationship with the customer have been made. In this case, reservation of title also extends to the recognised balance if WDI enters claims against the customer to current accounts (current account reservation). The customer is entitled to sell the goods in an orderly business transaction. The customer shall at this stage assign to WDI all claims in the amount of the gross invoice amount which he acquires from the resale in respect of his customers or third parties. This applies regardless of whether or not the goods have been worked on. The customer shall remain entitled to collect the claim after assignment. WDI can also collect the claim itself at its discretion. WDI shall not collect any monies as long as the customer continues to meet his payment obligations towards WDI and does not default on any payments. In the case of a delay in payment, the customer undertakes to provide all the information required in order to collect the claim and to help WDI collect the claim. WDI undertakes to release the existing securities at the request of the customer insofar as their value exceeds the value of existing claims by more than 20%. The securities to be released may be selected at the discretion of WDI.
- Statutory warranty rights apply to goods supplied. The warranty is governed by statutory provisions as well as the regulations below.
- If the customer is a consumer, the warranty period for used goods is one year from delivery of the goods. That shall not apply
- in the case of liability for damages arising from injury to life, body or health, and this is due to an intentional or grossly negligent violation of an obligation by WDI or an intentional or grossly negligent violation of an obligation by one of its legal representatives or agents.
- in the case of liability for other damages and this is due to an intentional or grossly negligent violation of an obligation by the user or an intentional or grossly negligent violation of an obligation by the user's legal representative or agents.
- If the customer is a businessman, then his claims due to faulty goods will lapse at the end of one year from the receipt of the goods; the statutory period of limitation for recourse claims (§ 479 of the German Civil Code) shall remain unaffected. In addition, the warranty for used goods is excluded.
- The periods of limitation referred to in subsections 2 and 3 do not apply to claims for damages in the event of intent or the fraudulent concealment of a defect or insofar as WDI has provided a quality warranty for the delivery item. Neither do they apply to claims for damages due to material defects in cases involving injury to life, body or health, claims in accordance with the German Product Liability Act [Produkthaftungsgesetz], the grossly negligent violation of obligations or the culpable violation of fundamental contractual obligations. Fundamental contractual obligations are such contractual obligations, the fulfilment of which is a prerequisite for the proper execution of the contract and compliance with which the respective other contractual partner may regularly rely on and the violation of which by the other party will put the achievement of the contractual purpose at risk.
- No claims may be made against WDI for damages caused by measures taken by the customer during set-up, use, connection, operation or storage which are improper or contrary to the contract.
- Before returning faulty goods, the customer is to perform a full data backup at his own expense and risk.
§ 8 Data protection
- WDI shall comply with statutory provisions during all data processing procedures (e.g. collection, processing and transmission of data). Personal data transmitted by the customer shall be stored electronically by WDI. WDI is also entitled to pass on the information required to third parties engaged to execute the contract in order to process the order.
- Orders placed by the customer shall be stored by WDI. If the customer should lose any documents relating to his orders, he can contact WDI by email, fax or telephone. WDI will send him a copy of the information relating to his order by email as long as the order is not more than one year old.
§ 9 Right of cancellation
If the customer concludes a contract with WDI as a consumer and if the customer and WDI make exclusive use of telecommunication channels for the contractual negotiations and the conclusion of the contract (e.g. ordering via an online shop or via trading platforms, such as e.g. eBay.de as well as telephone or fax), as a rule the customer has a statutory right of cancellation, in respect of which WDI shall be notified separately.
§ 10 Liability
- For any damages other than those arising from injury to life, body and health, WDI shall only accept liability insofar as they are caused by intentional or grossly negligent actions or the culpable violation of a fundamental contractual obligation, i.e. an obligation, the fulfilment of which is a prerequisite for proper execution of the contract and compliance with which the respective other contractual partner may regularly rely on, by WDI or its agents. Any additional liability for damages is excluded. Precontractual liability, liability on account of a warranty of quality provided and liability in accordance with the provisions in the German Product Liability Act shall remain unaffected.
- If a fundamental contractual obligation is violated, the liability of WDI shall be limited to foreseeable damages.
- Where any loss of data is attributable to WDI, WDI shall only be liable for such losses that would have occurred despite regular data protection measures appropriate to the type of data, the risk of loss and the impending consequences of data loss.
- If one of the provisions in these General Terms and Conditions of Business should become invalid, this shall not affect the validity of the other agreements.
- If the customer has no general place of jurisdiction within the European Union or is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction for any claims arising from the contractual relationship will be 25421 Pinneberg. However, WDI is also entitled to take legal action at the customer's registered office.
- German law shall apply exclusively, to the exclusion of the UN Convention on the International Sale of Goods, and to cross-border deliveries, too. If the customer is a consumer, the mandatory consumer protection provisions which are applicable in the state in which the customer's customary place of residence is located shall also apply, insofar as these offer the customer further protection.
- In the event of any discrepancy between the English and the German Terms and Conditions, the German shall prevail.
WDI EMAC GmbH
Telephone: +49 4103 1800-250 (Monday to Friday, 0900-1700 hours (local time))
Managing director: Nathalie Dunger