General Terms and Conditions

§ 1 General Provisions – Scope of Application

1.1 Our General Purchasing Conditions (hereinafter: "GPC") shall apply exclusively; we do not recognise any terms and conditions of the Supplier that conflict with or deviate from our GPC unless we have expressly agreed to their applicability in writing. Our GPC shall also apply if we accept the Supplier's delivery without reservation in the knowledge of terms and conditions of the Supplier that conflict with or deviate from our GPC.

1.2 All agreements made between us and the Supplier for the purpose of executing a contract shall be set out in writing in the contract concluded with the Supplier. Amendments and supplements to the concluded contract shall only be effective if confirmed by us in writing.

1.3 Our GPC shall also apply to all future business with the Supplier.

1.4 Our GPC shall only apply to entrepreneurs within the meaning of § 14 para. 1 BGB (German Civil Code).

§ 2 Orders

The Supplier may only accept our order (offer) within a period of 2 weeks, unless our order expressly provides otherwise.

§ 3 Prices – Payment Terms

3.1 The price stated in our order is binding. Unless otherwise agreed in writing, the price includes delivery "DDP" (Incoterms 2010) to the named place of destination, including packaging. The return of packaging requires a separate agreement.

3.2 Unless otherwise agreed, the statutory value added tax is included in the price.

3.3 We can only process invoices if our order number is stated therein; the Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless the Supplier can demonstrate that they are not responsible for such non-compliance.

3.4 Unless otherwise agreed, we shall pay the purchase price within 30 days from delivery and receipt of invoice.

3.5 We are entitled to rights of set-off and retention to the extent permitted by law.

§ 4 Delivery Time

4.1 The delivery time stated in the order is binding, unless otherwise agreed in writing.

4.2 The Supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to them which indicate that the agreed delivery time cannot be met.

4.3 In the event of delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to demand damages in lieu of performance and withdrawal after the fruitless expiry of a reasonable period. If we demand damages, the Supplier shall have the right to demonstrate to us that they are not responsible for the breach of duty.

§ 5 Transfer of Risk – Documents

5.1 Unless otherwise agreed in writing, delivery shall be DDP (Incoterms 2010).

5.2 The Supplier is obliged to state our order number on all shipping documents and delivery notes; if the Supplier fails to do so, we shall not be responsible for any resulting delays in processing.

§ 6 Quality, Standards and Documentation

6.1 The Supplier warrants that the goods delivered comply with the national and European legal provisions applicable in the sales country communicated in each case. If we have not communicated a sales country, the Federal Republic of Germany shall be deemed to be the communicated sales country.

6.2 The Supplier warrants that the goods delivered comply with the national and European legal provisions applicable in the sales country communicated in each case. If we have not communicated a sales country, the Federal Republic of Germany shall be deemed to be the communicated sales country.

6.3 The Supplier also warrants that the sales packaging used by them is licensed with a dual system pursuant to § 6 VpackVO (German Packaging Ordinance) and shall provide us with written proof thereof upon request, unless we declare that we wish to carry out the licensing ourselves.

6.4 The Supplier shall inspect the goods delivered by them for compliance with the statutory provisions applicable to such goods prior to delivery and shall warrant compliance with such provisions to us; the Supplier shall document the inspections carried out and provide us with the relevant documentation upon request. In particular, the Supplier guarantees in the case of delivery of electrical products that these comply with all European regulations as well as the national regulations in the communicated sales country, in particular the applicable labelling requirements and – where applicable – the Elektro- und Elektronikgerätegesetz (German Electrical and Electronic Equipment Act). The same applies to the packaging used by the Supplier. Upon our request, the Supplier shall provide a declaration of conformity in this regard. Overall, the Supplier shall ensure that the goods delivered by them are marketable in Europe and in the sales country communicated by us.

6.5 Compliance with the agreed product specifications is guaranteed by the Supplier as a quality characteristic. Deviations therefrom are only permissible with our prior written consent.

§ 7 Defect Inspection – Liability for Defects

7.1 We shall fulfil our obligation to inspect the delivered goods provided that we carry out a random inspection of the delivered goods within a reasonable period for any quality and quantity deviations; the notice of defect shall be deemed timely if it is received by the Supplier within a period of 5 working days, calculated from receipt of goods or, in the case of hidden defects, from discovery.

7.2 We are entitled to the statutory defect claims in full; in any case, we are entitled to demand, at our option, either repair or delivery of a new item from the Supplier. The right to damages, in particular the right to damages in lieu of performance, is expressly reserved.

7.3 We are entitled to carry out the repair ourselves at the Supplier's expense if the Supplier is in default.

7.4 The limitation period is 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 478, 479 BGB (German Civil Code) apply.

§ 8 Product Liability – Indemnification

8.1 In the event of product damage, the Supplier is obliged to indemnify us on first demand against third-party claims for damages to the extent that the cause lies within the Supplier's sphere of control and organisation, unless the Supplier can demonstrate that they are not at fault.

8.2 Within the scope of their liability for damage claims as referred to in clause 7.1, the Supplier is also obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall action carried out by us. We shall inform the Supplier – to the extent possible and reasonable – of the content and scope of the recall measures to be carried out and give them the opportunity to comment. Other statutory claims shall remain unaffected.

8.3 The Supplier undertakes to take out extended product liability insurance with an adequate sum insured of at least EUR 5 million per claim, including recall cost insurance of EUR 500,000.00 per claim, and to provide us with proof of its conclusion upon request. The product liability and recall cost insurance to be evidenced must apply to all deliveries to Europe (including the Federal Republic of Germany), which must also be evidenced upon request.

§ 9 Intellectual Property Rights

9.1 The Supplier warrants that no third-party rights within Europe, including the Federal Republic of Germany, or in the sales country are infringed in connection with their delivery.

9.2 If we are held liable by a third party in this regard, the Supplier is obliged to indemnify us against these claims upon first written request; we shall not be entitled to enter into any agreements with the third party – without the Supplier's consent – in particular to conclude a settlement, unless the Supplier fails to fulfil their indemnification obligation.

9.3 The Supplier's indemnification obligation extends to all expenses necessarily incurred by us from or in connection with the claim by a third party.

9.4 The limitation period is 36 months, calculated from the transfer of risk.

§ 10 Jurisdiction – Place of Performance

10.1 If the Supplier is a merchant, the place of jurisdiction shall be Hamburg. However, we shall also be entitled to sue the Supplier at the court of their place of residence.

10.2 Unless the order provides otherwise, the place of performance shall be Hamburg.

§ 11 Applicable Law – Severability Clause

11.1 The legal relations between the parties shall be governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

11.2 Should individual provisions of these GPC be invalid, this shall not affect the validity of the remaining provisions.

General Provisions

These terms of delivery and payment form an essential part of all contracts with our customers. Conflicting purchasing conditions of our customers are invalid, even if we do not expressly object to them. Should any part of the contractual agreements made with our customers, including these conditions, be or become invalid, the validity of all remaining agreements shall not be affected thereby. The invalid part of the agreements shall be reinterpreted, or replaced by such a provision, that its purpose is achieved by permissible means.

Conclusion of Contract

Unless otherwise agreed, our offers are always non-binding and subject to change. All contracts come into effect only upon receipt of the written order confirmation, at the latest upon execution of the delivery. We reserve the right to correct printing errors and mistakes.

Prices

The prices in our offers are calculated prices in euros and are quoted carriage forward, ex warehouse Hamburg, excluding packaging. We reserve the right to change prices during the term of our offer or price list. The prices valid on the day the order is placed shall apply.

Delivery

The minimum order value is 500 euros net. Up to an order value of 1,000 euros, delivery is made carriage forward at the expense and risk of the recipient; from an order value of 1,000 euros, delivery is free domicile, with the exception of deliveries to islands, deliveries abroad and special shipments such as express freight, air freight, express parcel or similar. Below this amount, PRISMO lights GmbH is entitled to charge an additional fee for the extra effort. Subsequent deliveries with a residual value below the minimum order value will be cancelled or, by arrangement, delivered together with follow-up orders, unless other agreements have been made. In the event of force majeure, which also includes defects in materials, operational disruptions, strikes or measures by public authorities, in each case also at our upstream suppliers, as well as late or incorrect delivery to ourselves, we are entitled to withdraw from the contract in whole or in part, or at our own discretion to postpone the delivery by the duration of the impediment. If this causes the originally agreed delivery time to be exceeded by more than eight weeks, the buyer has the right to withdraw from the contract. Claims for damages are excluded on both sides in this case. Transport damage must be reported immediately to the postal service, the railway or the carrier.

Payment

All invoices are payable net within 30 days of the invoice date, unless other agreements have been made. If the payment date is exceeded, we reserve the right to charge default interest. The buyer is not entitled to withhold the purchase price on account of its own disputed warranty claims, to offset counterclaims that have not been acknowledged or established with legal effect, or to assert a right of retention. Circumstances becoming known after conclusion of the contract which are apt to raise doubts about the buyer’s creditworthiness render all our outstanding claims immediately due. For delivery contracts not yet executed, we may demand cash on delivery or payment in advance, or withdraw from the contract to the exclusion of any claims for damages against us.

Returns

Returns of goods free from defects are not accepted by us for credit unless the return is made with our prior written consent. In the case of agreed returns of deliveries free from defects, we charge a contribution towards the costs of processing the return. The return must be made free of charge and in perfect condition. Special orders are always excluded from the possibility of return. Order confirmations and cancellations require the written form.

Warranty

1. The statutory warranty provisions apply.

2. Apparent defects must be reported in writing immediately after delivery, hidden defects immediately after discovery, stating the precise reasons. The assertion of any defects is excluded after five days from receipt of the goods (exclusion period). The item complained about must be carefully packaged and sent to us free of charge for inspection. In the case of justified and timely complaints, the buyer receives, at our option, rectification, free replacement of the goods, or a credit note for the goods against return of the goods; if rectification and replacement are impossible or unreasonable, the buyer may withdraw from the contract or reduce the purchase price. Claims for damages of any kind, including those for allegedly late deliveries, are excluded unless the damage was caused intentionally or through gross negligence.

3. Special orders: goods not offered by us in our catalogue are deemed to be special orders. Any kind of warranty liability is excluded for them, unless gross negligence or intent can be attributed to us.

Retention of Title

1. We retain title to the delivered item until receipt of all payments arising from the business relationship with the buyer. The retention of title also extends to the acknowledged balance where we book claims against the buyer to a current account (current account reservation).

2. In the event of conduct by the buyer in breach of contract, in particular default of payment, we are entitled, after setting a reasonable period, to take back the delivered item; the buyer is obliged to surrender it. Our taking back of the delivered item always constitutes withdrawal from the contract. The seizure of the delivered item likewise always constitutes withdrawal from the contract. In the event of seizure or other intervention by third parties, the buyer must notify us immediately in writing so that we can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of such an action, the buyer is liable for the loss incurred by us.

3. The buyer is entitled to resell the delivered item in the ordinary course of business; however, the buyer already now assigns to us all claims in the amount of the final invoice amount (including VAT) which accrue to it from the resale against its customers or against third parties, irrespective of whether the delivered item has been resold with or without processing. The buyer remains authorised to collect this claim even after its assignment. Our authority to collect the claim ourselves remains unaffected; however, we undertake not to collect the claim as long as the buyer duly meets its payment obligations and is not in default of payment. In this case we may demand that the buyer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment.

4. Any processing or transformation of the delivered item by the buyer is always carried out on our behalf. If the delivered item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivered item to the other processed items at the time of processing. In all other respects, the same applies to the item created by processing as to the goods subject to retention of title.

5. If the delivered item is inseparably combined or mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivered item to the other combined or mixed items at the time of the combination or mixing. If the combination or mixing takes place in such a way that the buyer’s item is to be regarded as the main item, it is deemed agreed that the buyer transfers proportionate co-ownership to us. The buyer keeps the sole ownership or the co-ownership in safe custody for us.

6. The buyer also assigns to us, as security for our claims against it, the claims accruing to it against a third party as a result of the combination of the delivered item with real property.

7. We undertake to release the securities to which we are entitled, at the buyer’s request, insofar as their value exceeds the claims to be secured, to the extent that these have not yet been settled, by more than 20%.

Applicable Law

All legal relationships between us and the customer are governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

Place of Performance – Jurisdiction

The place of performance and the place of jurisdiction for both parties is Hamburg, Germany.

Data Processing

The data arising from the business transaction are processed internally for the purpose of contract execution and are stored and used exclusively within the legally permissible framework.

Hamburg, 1 January 2026