Terms and Conditions of Consot Unternehmensbeteiligungsgesellschaft m.b.H. ("LIGHTS of VIENNA") for Business Transactions
Scope and General Terms
1.1. Consot Unternehmensbeteiligungsgesellschaft m.b.H. sells its products under the brand "LIGHTS of VIENNA". The contracting party is always Consot Unternehmensbeteiligungsgesellschaft m.b.H. (hereinafter referred to as "our company" or "we").
1.2. The delivery of goods/products and the provision of services by our company to or towards contracting partners is exclusively based on these General Terms and Conditions ("GTC"), unless expressly and in writing agreed otherwise. These GTC are an integral part of each of our offers and every contract concluded with us.
1.3. Our company contracts exclusively on its own terms and conditions. Deviating regulations, especially business or purchasing conditions of contracting partners, are only valid if they have been explicitly recognized by us in advance in writing. We are not obligated to contradict General Terms and Conditions or other contract forms of contracting partners, even if these specify their validity as an express condition for concluding the business.
Scope of Services, Production Time, Deviations
2.1. Drawings and design of our goods/products are generally included in the order volume. Minor changes and revisions of a drawing or a designed design are also included. For redesigns or major design changes requested by the contracting partner, an hourly rate of EUR 80.00 plus VAT will be charged afterwards based on actual effort.
2.2. We reserve the right to adjust the prices of our goods/products accordingly for significant design and material changes requested by the contracting partner.
2.3. Specifications provided by contracting partners serve as guidelines for the design and function of a product (lighting fixture). However, production is based on the information of the designed fixture on the drawing confirmed by the contracting partner.
2.4. Both our drawings and designs, as well as our goods and products, are copyrighted. In case of copyright infringement, we reserve the right to take further legal steps.
2.5. The production time specified by us (if any) only begins when (i) the signature of the contracting partner and the associated release of the workshop drawing(s) are available, (ii) the confirmation of material samples by the contracting partner has been carried out, and (iii) a possibly agreed partial payment has been made. Delays by the contracting partner in providing design- or production-relevant information extend the production time.
2.6. Since all goods/products developed by us, especially lights, represent complete new developments, we reserve the right to make changes during production if these are economically or technically necessary and do not significantly affect the overall design.
2.7. Metal surfaces are generally manufactured according to the pattern confirmed by the contracting partner. However, minor differences are possible due to the material and the surface treatment process. The same applies to handmade components of any kind (e.g., Murano glass, wood, porcelain, cast parts, acrylic, etc.).
2.8. Our products are manufactured according to confirmed drawings and confirmed samples. We do not assume liability for dissatisfaction with the final product, both in terms of design and lighting.
2.9. The information and data about the goods and their appearance contained in brochures, drawings, dimensional images, and descriptions, especially their colors, are to be understood as approximate and thus non-binding. We reserve the right to make technical or formal changes and adjustments. Color deviations of individual goods/products, even in relation to their illustrations, are production-related and do not constitute defects.
2.10. All lights are generally made non-dimmable unless agreed otherwise and confirmed by the customer, designer, lighting planner, etc., on the drawings.
Offers, Payment, and Delivery Conditions
3.1. Unless otherwise stated, all prices mentioned in our offers are net ex works Wiener Neudorf or Guntramsdorf, including packaging, but excluding light bulbs.
3.2. When delivering and/or installing goods/products, we do not dispose of packaging material. Any costs associated with the disposal of packaging and goods are to be borne by the contracting partner. The contracting partner is responsible for complying with the disposal regulations in their destination country.
3.3. Unless otherwise agreed, duties, import charges, etc., are to be borne by the contracting partner.
3.4. Our offers are always in EURO, unless otherwise agreed.
3.5. Any currency exchange risks are to be borne by the contracting partner. We reserve the right to adjust our prices according to the offer, e.g., in case of longer offer processes, to compensate for exchange rate fluctuations. In this case, the invoice amount is determined based on the average rate of the Vienna Stock Exchange on the day the offer is created.
3.6. If changes occur between the conclusion of the contract and the performance of the service in exchange rates, costs (e.g., wage costs, procurement costs of the materials used), whether due to laws, regulations, collective agreements, statutes, governmental recommendations, other governmental measures, or changes in world market prices, the prices concerned increase or decrease accordingly, unless less than three months lie between the order placement and service performance.
3.7. The place of payment is the company's headquarters in Guntramsdorf. For the timeliness of the payment, the credit on the account specified by us is decisive.
3.8. Payments to us have a liberating effect only if made to an account specified by us or to a person authorized to collect.
3.9. If the contracting partner is in arrears with payments, the discounts granted will be forfeited.
3.10. Any individual payment terms are detailed in the respective offer.
Set-off, Retention
4.1. The offsetting with counterclaims of the contracting partner is not allowed, except in the case of insolvency or for counterclaims that are legally related to the liability of the contracting partner or that have been judicially determined or recognized by us.
4.2. The retention rights of the contracting partner are excluded.
Transfer of Risk, Default of Acceptance
5.1. Regardless of the agreed place of performance, the benefit and risk transfer to the contracting partner with our notification of readiness for shipment, or – if no such notification exists – with the collection of the goods/products from our factory in Wiener Neudorf or Guntramsdorf.
5.2. In the case of default of acceptance, we are – notwithstanding our other claims – also entitled to ship the goods at our discretion, in the name, at the expense, and risk of the buyer, or to store them in any manner in the name and at the expense of the buyer.
Retention of Title
6.1. Until the complete payment of the respective purchase price (incl. VAT) and the incurred ancillary costs (default interest, expenses, enforcement costs, etc.), the goods/products remain our unrestricted property.
6.2. The contracting partner is obliged to ensure the integrity of the goods/products under retention of title and to protect our property rights. The contracting partner has the duty to maintain the delivered contractual goods in proper condition for the duration of the retention of title.
6.3. The contracting partner is entitled to resell the goods/products delivered under retention as long as he is not in arrears with payment and the resale takes place in the ordinary course of business. The contracting partner hereby assigns to us all claims against third parties arising from the resale to the extent of the invoice amount agreed between the contracting partner and us. As long as he is not in default of payment, the buyer remains entitled to collect these claims. However, the contracting partner is obliged to provide us with all documents and disclose the names of his customers so that we can collect the claims ourselves. The contracting partner is obliged to disclose the assignment to his customers.
6.4. Furthermore, within the scope of the existing retention of title, resale, processing, pledging, assignment by way of security, or any other disposition of the goods/products prior to full payment of the purchase price including ancillary costs is prohibited. The contracting partner must inform us immediately of any change in the actual or legal status of the goods/products under retention of title, e.g., seizures or deteriorations in condition.
6.5. The assertion of the retention of title does not require withdrawal and does not itself constitute a withdrawal from the contract. It does not release the contracting partner from his contractual obligations, especially the duty to pay outstanding invoices and the duty to pay damages. The return of the contractual goods occurs simultaneously against payment of the remaining purchase price.
Warranty and Liability
7.1. Unless otherwise agreed, the warranty period for electrical components is one year, and for metal parts and surfaces, five years. The warranty period begins with the collection or delivery of the goods, unless it starts earlier under statutory law (creditor default, etc.).
7.2. Improper use, unauthorized use, or modifications of the goods/products exclude a warranty obligation of our company.
7.3. The contracting partner is obliged to inspect the delivered goods/products for their defect-free condition and completeness and to report any defects immediately, no later than within 1 month (received by our company), with the exclusion of all claims otherwise, in writing and specified precisely, supported by evidence (photos, etc.). Raising a defect claim does not entitle the contracting partner to partially or fully withhold payments. Any improvements outside the warranty period have no legal significance and are carried out only without prejudice and as a courtesy.
7.4. The warranty rights of the contracting partner are limited to improvement, replacement, or price reduction at our discretion. Assembly or other incurred costs that go beyond the claims for improvement or replacement are not reimbursed.
7.5. We are only obligated to remedy defects if the contracting partner has fully met his payment obligations.
7.6. We are only liable for intent and gross negligence. In terms of extent, we do not compensate for consequential damages, pure financial losses, and lost profits.
7.7. If the contracting partner asserts claims for damages against us, he must also prove fault in addition to damage, illegality, and causality.
7.8. Claims for damages expire within 6 months from the knowledge of the damage and the damaging party, but in any case within 7 years from the transfer of risk. A prerequisite for claims for damages against us is the complete and timely complaint after the detectability of the occurrence of damage.
Applicable Law, Place of Performance & Jurisdiction
8.1. All contracts and business relations between our company and the contracting partner are exclusively subject to substantive Austrian law, excluding the UN Sales Convention as well as national or international conflict of laws provisions.
8.2. The place of performance is agreed to be the seat of our company.
8.3. Disputes arising from all contracts concluded with the contracting partner, including the question of their valid conclusion and their preliminary and subsequent effects, are exclusively decided by the court with subject-matter jurisdiction at the seat of our company (A - 2353 Guntramsdorf), or, at our company's choice, also by the court with subject-matter jurisdiction in the district where the contracting partner has his seat, a branch, or assets.
Contract Language & Severability Clause
9.1. The negotiation and contract language is German.
9.2. Should provisions of these GTC be invalid, legally ineffective, or unenforceable, this does not affect the validity of the remaining provisions, and the contract remains otherwise legally valid. Any ineffective or invalid provisions are to be reduced to the legally permissible extent (validity-preserving reduction) or replaced by such valid and enforceable provisions that achieve the intended purpose as closely as possible.