Assurance and guarantee
Applies to all trades between the Buyer and Lumega unless otherwise agreed in writing. Any of the Buyer’s terms and conditions which may be different from or in addition to those contained in this agreement shall be of no effect.
§1 Offer, estimate and agreement
(a) Any offer made by Lumega is to be binding on the Buyer once accepted by the Buyer. Any offer accepted by the Buyer cannot subsequently be amended by Lumega (see §9. b).
(b) Offers from Lumega to supply products to the Buyer are valid for 30 days from issuance unless otherwise agreed in writing between Lumega and the Buyer. Orders may not be cancelled or modified, either in whole or part, without Lumega’s written consent.
(c) An agreement has been concluded once the Buyers acceptance has been received by Lumega.
(d) The Buyer is fully entitled to resell the goods to sub-suppliers.
a) Prices appear from catalogues and/or lists of goods.
(b) The prices are in EUR, USD or DKK and do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction. All applicable taxes will be paid by the Buyer.
(c) All prices of light fittings include light sources and drivers unless otherwise agreed in writing between Lumega and the Buyer.
(d) Prices include original packaging for the products. The packaging is to have a descriptive text as a sticker or printed on the packaging. The descriptive text is at the very least to include the following: description of the content e.g. type of light source, wattage, voltage, current etc., product code, colour, watt consumption (W), volt (V), CE marking, any rating (degree of protection of persons against access to hazardous parts 1, 2, 3). For orders exceeding 1,000 units of a product code, the Buyer will be free to change the design as well as layout of the packaging, including but not limited to the logo, EAN number and text.
(e) Prices include the requested documentation relating to the products, which is necessary for any resale in Europe. Lumega has obtained the following certificates: CE, RoHS Directive (EU Di-rective 2002/95/EC) and an EC declaration of conformity for all products. Lumega is to be held responsible for any resale to Europe being in accordance with the legislation in force. The Buyer is at all times to have the opportunity to receive and obtain the certificates relating to the product purchased.
(f) The prices quoted for the products include the complete package of the order, i.e. Lumega packs the products safely in boxes made of cardboard, wood or plastic. The package is to contain the products as well as safety carton and/or foam. The sole purpose is to avoid any damage to the products which applies to each consignment sent to the Buyer.
(g) The Buyer is to be informed of any change in prices of products no later than 7 days after the change. No change is possible regarding offers already concluded and accepted.
(h) Pricing is based on the level of costs at the time of the conclusion of the agreement. Any change occurring during the period from the conclusion of the agreement until the delivery time agreed in the price level of Lumega as regards goods or services will not affect the Buyer.
(i) Prices quoted in any foreign currency (e.g. USD, EUR or DKK) are based on the foreign exchange rate applying on the date of the offer or order confirmation, i.e. when the Buyer places an order with Lumega, it will be at the current exchange rate.
(j) If Lumega increases wages/salaries, costs of materials, etc. and such increase is announced after an order was booked, that order will not be affected and the price quoted for the Buyers order will remain unchanged.
(a) All products include instructions for use and/or instructions for fitting in English unless otherwise agreed in writing between Lumega and the Buyer in each specific case.
(b) For products fitted with a wire for connection to the electricity grid, acceptable unloading is required to prevent the wire from being overloaded or pulled out of the lamp.
(c) The IP rating is to be tested at a professional laboratory.
(d) The products are to bear a rating symbol (degree of protection of persons against access to haz-ardous parts) indicating rating 2 or 3.
(e) The products are to be marked for volt (V), watt (W) and type.
(f) All products are to have a CE marking that cannot be rubbed off. Such marking is to be the responsibility of Lumega.
(g) In the event of any risk of access to hazardous parts, a PE conductor (green/yellow) is to be fitted from the wire connected to the body of the lamp.
(h) The wiring ducts are to have no sharp edges. Holes through which wires are to pass are to be made so as to prevent any damage to the insulation of the wires.
(a) Unless otherwise agreed in writing between Lumega and the Buyer Lumega is to warrant the products for a 5-year period from the date of original purchase and is to send the Buyer new goods free of charge. The warranty comprises quality problems, defects as well as any other non-conformity that may impair the use and value of the products. This limited warranty is void if the luminaire is not used for the purpose for which it is designed (§4. c).
(b) A luminaire shall not be considered defective solely as a result of the failure of individual LED-components to emit light if the number of inoperable components is less than 10% of the total number of LED-components in the luminaire.
(c) This limited warranty will not apply to loss or damage to the luminaire caused by: improper installation or placement of the solution, storage or maintenance, negligence, misuse, mishandling, damage due to fire, civil disturb-ances, vandalism, corrosive environment installations, power surges, improper power supply, electrical current fluctuations, induced vibration, harmonic oscillation or resonance associated with movement of air currents around the luminaire, alteration, accident, failure to follow installation, operating, maintenance or environmental instructions prescribed by Lumega or applicable electrical codes, or improper service of the luminaire performed by someone other than Lumega or its authorized service provider. This limited warranty excludes field labor and service charges related to the repair or replacement of the luminaire.
(d) The warranty is limited only to consist of new parts. Direct or indirect expenses on e.g. installation costs will not be reimbursed.
(e) Lumega reserves the right to modify its limited warranty at any time.
(a) Payment is to be effected upon the final approval of the offer by the Buyer and Lumega.
(b) Payment is to be in EUR, USD or DKK unless otherwise agreed in writing between the Buyer and Lumega.
(c) The entire amount of any order by the Buyer totalling less than EUR 10,000 is to be transferred to Lumega within 4 working days by bank transfer.
(d) As regards orders exceeding EUR 10,000, the Buyer is to transfer 50% of the amount in advance and the remaining 50% when the Buyer has received the goods from Lumega.
(e) Lumega may, at its option, elect to extend credit to the Buyer. There are no discounts for early payment. If Lumega extends credit to the Buyer, invoices will be issued upon shipment and payment shall be due in full within 30 days from the invoice date or such other date specified in the Agreement.
(f) Orders with a net value of less than EUR 3,000 will be charged shipping and handling fee of EUR 10.
(g) Amounts not paid when due shall be subject to interest at the rate of 1,5% per month and a late fee of EUR 25 will be added to the invoice.
(h) As regards large orders and shipment by water, payment will involve an L/C (Letter of Credit), which will be possible at any time if deemed necessary by the Buyer.
(i) The Buyer is to pay the charges and rates relating to bank transfers.
(a) All goods are to be shipped EXW (Ex works).
(b) Unless otherwise agreed in writing by Lumega, all transportation charges and expenses shall be paid by the Buyer, including the cost of any insurance against loss or damage in transit.
(c) Goods will be dispatched through a shipping company chosen by the Buyer. All costs related to shipment are to be paid by the Buyer.
(d) Lumega is to be responsible for the goods not being damaged or disappear until the delivery of the goods to the transporter.
(e) Any goods dispatched in lots not exceeding 70 kg and L 180 x W 120 x H 150 cm are to be sent as packages. If 1 package/lot exceeds 70 kg, the products are to be palletised and are then not to exceed 500 kg.
(f) The Buyer must be able to obtain information from Lumega regarding packaging, weight, number of packages and sizes. That information must be available to the Buyer prior to the production of the goods being commenced.
(g) Orders exceeding 500 kg will be dispatched by ship and the dispatch is to be agreed between Lumega and the Buyer for each specific order.
(a) At the time of the confirmation of orders, the delivery time for the products is also to be accepted. The delivery time will be calculated based on the production time of the products and the total delivery time of the transporter. The delivery time will thus be agreed at the time of the conclusion of the order and if accepted, Lumega will be liable for any delivery delay, but only for production time and not for any delay on the part of the transporter (see 9. b). The production time of the products is also to be agreed prior to the final order confirmation.
(b) In the event that the delivery delay is due to any failure on the part of Lumega to finish the products, the Buyer will be entitled to cancel the order without incurring any costs (see 9. d). In the event of such delay arising and Lumega having received 30% of the amount, that amount is to be repaid within 14 days to the Buyer and Lumega is to pay the costs relating to the bank transfer.
§8 Return of products
(a) Return of products has to be agreed in writing between the buyer and Lumega.
(b) All costs including transportation and shipment etc. are to be paid by the Buyer.
(c) The products have to be returned in original unopened packaging.
(d) Returns results in a fee of 35 % of the order amount.
(e) Lumega is fully justified to refuse return of any products ordered.
(a) The Buyer is in no way to be liable for the production by Lumega of the products. In the event of infringement of any copyright, patent, trademark or any other intellectual property right held by any business other than Lumega, the Buyer is not to be liable.
(b) Lumega shall not be liable for any delay in delivery or failure to perform due to acceptance of prior orders, strike, fire, accident, lockout, riot, war, delays caused by any subcontractor or supplier or by the Buyer, technical difficulties, failure or breakdown of machinery or components necessary for order completion, inability to obtain or substantial rises in the price of labor or materials or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation, order or direction, whether valid or invalid, of any governmental authority or instrumentality thereof, or due to any circumstances or any causes beyond its reasonable control, whether similar or dissimilar to the foregoing and whether or not foreseen.
(c) If the delay or failure extends beyond 6 months from the originally scheduled date either party may, with written notice to the other, terminate this agreement without further liability for the unperformed part of this agreement.
(d) In no event shall Lumega be liable for incidental, compensatory, consequential, indirect and special or other damages. Lumega’s aggregate liability with respect to a defective luminaire shall in any event be limited to the monies paid to Lumega for that defective product.
(e) Lumega guarantees in relation to the Buyer that no child labour was or will be used in the production.
§10 Copyright in photos and text
(a) The Buyer is to be entitled to use all photos and texts supplied by Lumega for the website and the catalogue, including but not limited to product, display and test photos.
§11 Governing law relating to disputes – venue
(a) Lumega’s export of the products, and any technical information related thereto, may be subject to Europe international laws and regulations controlling the export and re-export of technical data and products, or limiting the export of certain products to specified countries. Lumega shall not be obligated under these Sales Terms and Conditions to export, transfer or deliver any products or related technical information to the Buyer if prohibited by applicable law or until all necessary governmental authorizations have been obtained. Lumega shall not be liable under these Sales Terms and Conditions for any expenses or damages resulting from failure to obtain or delays in obtaining any required government authorizations. The Buyer shall comply fully with all export administration and control laws and regulations of Europe and regulations as may be applicable to the export, re-export, resale or other disposition of any products purchased from Lumega.
(b) Any dispute of any kind arising between the Buyer and Lumega is to be settled according to CISG law. That applies whether or not such dispute arose based on this agreement or any agreement concluded in relation to this agreement.
(c) The Parties agree to cooperate loyally based on this agreement and in the spirit in which it was concluded.
(d) In the event of any disagreement or dispute arising between the Parties, attempts are to be made to solve such disagreement or dispute through negotiation.
(e) In the event that the Parties cannot reach agreement, it has been agreed that the Copenhagen City Court is to be the proper venue for any lawsuit between the Parties.