GENERAL TERMS AND CONDITIONS.

The subject of these General Terms and Conditions (GTCs) is the basic regulation of the business transactions between staub designlight ag and the contractual partner as well as the general determination of the parties’ mutual rights and obligations. These GTCs thus form the framework for all legal transactions between staub designlight ag and the customer; in particular they form the exclusive basis for the performance of services, the production of works and the sale of products. The GTCs are binding for all present and future business transactions with staub designlight ag until they are replaced by a new version, even if they are not explicitly referred to in a later legal transaction. Only those terms and conditions which are currently listed online in German on the staub designlight website are legally valid. Other conditions of the customer are only valid if they have been expressly accepted by staub designlight ag in writing.

GENERAL INFORMATION.

Each order is only deemed to be accepted following clarification of all details and explicit written confirmation by staub designlight ag. The order confirmation issued by staub designlight ag is decisive with regard to the order’s scope and execution. Errors and technical changes are, however, reserved. Quotations which do not contain an acceptance period are not binding.

Unless otherwise agreed in writing, prices are EXW Stansstad (Incoterms 2020); excluding VAT, packaging, freight/postage and insurance. If the procurement costs increase in the course of order processing (price surcharges from suppliers, additional fiscal burdens, increases in customs duties, increases in transport costs, currency fluctuations of more than five per cent), we reserve the right to adjust the prices accordingly. In the event of a price increase in the course of order processing, the purchaser is entitled to withdraw from the order, unless said price increase is reversed at the purchaser’s immediate written request. Our prices and these General Terms and Conditions are subject to change at any time.

Partial deliveries are permitted. The information provided by the supplier regarding the weight and dimensions of the goods and packaging is not binding.

staub designlight ag is entitled to make the acceptance and execution of orders dependent on a security or advance payment.

staub designlight ag shall bear no foreign currency risks. Therefore, exchange-rate fluctuations may trigger price adjustments.

TERMS OF PAYMENT.

The invoices are payable within 20 days net (expiry date). Advance payment shall apply in case of deliveries abroad. Other agreements are only valid subject to written confirmation by staub designlight ag to the customer. In the event of late payment, all outstanding invoices shall become due. In the case of delayed payment (of delivered orders), orders which have already been confirmed by staub designlight ag for a specific payment date and which have not yet been delivered, may also be immediately converted to advance payment. staub designlight ag reserves the right to charge collection expenses and interest on arrears, as well as a reminder fee. Pending receipt of full payment, the delivered goods shall remain the property of staub designlight ag. staub designlight ag reserves the right at any time to make deliveries only against advance payment or cash on delivery. This also applies to deliveries that are already confirmed with an invoice and a different payment term.

The right to offset payment against any existing or asserted claims does not exist. The customer’s payment obligation shall not be affected by any claims asserted for defects.

RESERVATION OF TITLE.

staub designlight ag shall remain the owner of all of its delivered goods until it has received the contractual payments in full. The customer shall cooperate with measures which are necessary to protect the property of staub designlight ag; in particular, upon conclusion of the contract, the customer hereby authorises staub designlight ag, at the customer’s expense, to proceed with entering and reserving the retention of title in public registers, books or similar in accordance with the respective laws of the relevant country, and shall complete all formalities in this regard. The customer shall maintain the delivered items at its own expense during the period of retention of title and insure them for the benefit of staub designlight ag against theft, breakage, fire, water and other risks. Furthermore, it shall implement all measures necessary to ensure that the ownership claim of staub designlight ag is neither impaired nor cancelled.

DELIVERY TIMES.

The delivery period begins as soon as the contract has been concluded, all official formalities such as import, export, transit and payment permits have been obtained, the payments that are due when the order is placed and any securities have been provided and the essential technical issues have been resolved. The delivery deadline shall be deemed to have been met if the notification of readiness for dispatch has been sent to the customer before its expiry. The delivery deadline shall be extended by a reasonable period of time if the customer subsequently changes specifications and thus causes a delay in deliveries or services. In addition, no responsibility is accepted for delays caused by unforeseen events such as force majeure, mobilisation, war, riots, shortages of raw materials, breakdowns, factory rejects, strikes, transport delays or other events beyond our control. If, due to such events, the ordered goods can only be delivered late or not at all through no fault of staub designlight ag, the customer shall not be entitled to assert claims against staub designlight ag.

DRAWINGS AND DOCUMENTATION.

staub designlight ag reserves sole ownership and copyright over all drawings, photos, drafts, cost estimates and other documents belonging to staub designlight ag. The copying and further use of catalogue material is prohibited by copyright. Such documents are personally entrusted to the customer and may not be made accessible to third parties or copied without the written consent of staub designlight ag. They shall be returned to staub designlight ag upon first request. For each violation of this provision, the customer shall pay a contractual penalty of CHF 20,000.

staub designlight ag reserves the right to claim further damages and is entitled to withdraw from the contract, whereby the customer shall not be entitled to assert claims for compensation.

PLACE OF PERFORMANCE, SHIPPING AND TRANSPORT RISK.

The place of performance is Stansstad. Use and risk shall pass to the customer as soon as the goods leave the warehouse of staub designlight ag; this also applies to free-domicile deliveries (CPT Incoterms 2020).

Transport insurance shall only be taken out at the express request of the customer and at the latter’s expense. Shipments with possible transport damages shall be accepted and the defects reported immediately in writing to the respective transport company for the purpose of recording the facts (copy to staub designlight ag). Complaints and notices of defects must be received by staub designlight ag within eight days from arrival of the goods, otherwise the delivery shall be deemed accepted without reservation. Returns sent to staub designlight ag without sufficient postage shall not be accepted.

WARRANTY FOR DEFECTS.

staub designlight ag provides a warranty for defects that are present at the time of delivery in accordance with the following provisions. All obvious and/or recognised defects must be reported to staub designlight ag in writing and specified within eight days from receipt of the products, and in all cases before further processing/ installation. The nature of the warranty is at the discretion of staub designlight ag, and shall either take the form of elimination of the defect (rectification of defects) or replacement delivery for products that were reported as defective and returned. The transport, travel, labour and material costs are excluded, except for the costs of return delivery. Any liability for damages is also – as far as legally permissible – excluded.

RIGHT OF RETURN.

Luminaire sets manufactured to customer specifications cannot be returned.

Individual luminaires with customer-specific cable lengths can be returned within 20 days of the invoice date in exchange for a credit note, provided that they are in perfect condition and have not yet been installed. staub designlight ag reserves the right to charge a corresponding handling fee as well as a fee for the restoration of the luminaires to their original condition. Credit notes are not paid out in cash and can only be offset against invoices issued by staub designlight ag.

Luminaires in their original condition and other standard stock products may be returned within 20 days of the invoice date in exchange for a credit note, provided that they are in perfect condition and have not yet been installed. staub designlight ag reserves the right to charge a corresponding handling fee. Credit notes are not paid out in cash and can only be offset against invoices issued by staub designlight ag.

WARRANTY CONDITIONS.

staub designlight ag grants its customers the following warranty periods from the invoice date for all staub designlight ag products ordered after 1 January 2014: for all electronic power supply and control units: 2 years; for HP-LED modules: 5 years; for all other products: 7 years. For products delivered before 1 January 2014, the warranty periods that were valid at the time of invoicing shall apply. The warranty period for custom-made luminaires and contract work is one year from the invoice date.

The warranty covers the repair or replacement, free of charge, of all components that have become inoperable due to manufacturing or material defects. It does not cover mechanical damage (including to paintwork), glass breakage, light bulbs, LEDs, electronics, shipping costs, consequential damages as well as removal and installation costs at the installation site. staub designlight ag cannot provide a guarantee for the indicated service life of the bulbs and LEDs. This also applies to any changes in the light colours of bulbs, LEDs, glass elements and colour filters.

Should repairs be necessary, the purchaser of our products must send the corresponding product to staub designlight ag free of charge. staub designlight ag shall not cover all costs incurred in this context. staub designlight ag also does not carry out repairs or product exchanges at the installation location. Repairs or free replacements do not extend the warranty period. Damage caused by incorrect or improper installation/use of the staub designlight products by the customer or third parties is also excluded from the warranty. Any additional restrictions are listed in the respective product data sheets/regulations.

Martens protection: this is provided by means of a high-quality, flexible stainless steel hose, which protects the luminaire cable against martens bites. staub designlight ag cannot guarantee that the luminaire cable or the stainless steel hose will nevertheless be impervious to damage by martens or other martens.

All our safety regulations and General Terms and Conditions are also included in these warranty conditions.

In case of subsequent modifications to delivered staub designlight products or non-compliance with assembly and/or safety instructions by the reseller or end customer, the associated warranty/ liability shall expire with immediate effect. Any warranty claims must be sent to staub designlight ag with the copy of the invoice. Defective lights must always be returned together with the associated transformer or power supply unit as well as the LED electronics or the electrical control unit (if mounted externally).

EXCLUSION OF FURTHER LIABILITY.

All cases of contractual infringement and their legal consequences, as well as all claims of the customer, on whatever legal grounds, are exclusively governed in these terms and conditions. In particular, unless explicitly specified, all claims for compensation, reduction, cancellation of or withdrawal from the contract are excluded. The customer is not entitled under any circumstances to claim compensation for damages other than those caused directly to the delivered item itself, such as production stoppages, loss of use, loss of orders, loss of profit, or other direct or indirect damages. This exclusion of liability does not apply to illegal intent or gross negligence on the part of staub designlight ag. However, it does also apply in the case of illegal intent or gross negligence on the part of auxiliary persons.

PRODUCT AND TRADEMARK PROTECTION.

Our staub designlight luminaires and accessories are legally protected in Switzerland and abroad (in particular by patents) and may not be copied or reproduced for personal use without our express written permission. This also applies to all photos and design drawings of all staub designlight luminaires.

SEVERABILITY CLAUSE.

Should individual provisions of this contract be legally ineffective, or should there be a loophole in the contract, this shall not affect the validity of the remaining contractual content. The ineffective provisions shall be deemed to be effectively replaced by such provisions that best reflect the intentions of the contracting parties as expressed in the contract. Any contractual loopholes shall be filled in the same way.

PLACE OF JURISDICTION AND APPLICABLE LAW.

The pace of jurisdiction is the headquarters of staub designlight ag, currently 6362 Stansstad (Stans). However, the latter reserves the right to sue the customer at its place of business. The legal relationship between the parties is subject to Swiss substantive law (excluding the Vienna Sales Convention).