This English translation is provided for convenience only. In the event of any discrepancy, the German version shall prevail.
§ 1 Scope of Application
1. These Terms of Sale apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms of the customer that conflict with or deviate from our Terms of Sale if we expressly agree to their validity in writing.
2. These Terms of Sale shall also apply to all future transactions with the customer insofar as legal transactions of a related nature are concerned.
3. Individual agreements made with the buyer in specific cases (including side agreements, supplements, and amendments) shall in any case take precedence over these Terms of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
§ 2 Offer and Conclusion of Contract
If an order qualifies as an offer pursuant to Section 145 BGB, we may accept it within two weeks.
§ 3 Documents Provided
1. We reserve all ownership rights and copyrights to all documents provided to the customer in connection with the placing of the order – including in electronic form – such as cost estimates, offers, calculations, drawings, etc. These documents may not be made accessible to third parties unless we grant the customer our express written consent.
2. In the event of any breach of ownership rights or copyrights of any kind, a penalty of 10% of the order value shall become due irrespective of any existing order, or 25% of the order value in the case of multi-page, detailed calculations and cost estimates, but no less than €650 plus statutory VAT.
3. If we do not accept the customer’s offer within the period specified in § 2 or within the alternative offer period stated in the offer, these documents must be returned to us without delay; electronically provided documents must be permanently deleted.
§ 4 Prices and Payment
1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the applicable rate. Packaging costs will be invoiced separately.
2. Payment of the purchase price must be made exclusively to the account specified in the invoice. A deduction of early-payment discount (Skonto) is only permitted upon special written agreement.
3. Unless otherwise agreed, the purchase price shall be due within 10 days of delivery. Default interest shall be charged at 8% p.a. above the applicable base interest rate (see Annex 1). We reserve the right to assert higher damages caused by default.
4. Unless a fixed-price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in import, shipping, currency-conversion, wage, material, and distribution costs for deliveries made 3 months or later after conclusion of the contract.
§ 5 Rights of Retention
The customer shall only be entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
§ 6 Delivery Terms & Delivery Time
1. The commencement of the delivery time stated by WALED Videowalls GmbH presupposes the timely and proper fulfilment of the customer’s obligations. We reserve the defence of non-performance of the contract. As long as the customer is in arrears with any liability, the delivery obligation of WALED Videowalls GmbH shall be suspended.
2. If the customer is in default of acceptance or culpably breaches other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved. Where the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or in debtor’s delay.
3. Completion and delivery times specified by the customer are non-binding for WALED Videowalls GmbH, unless a specific delivery deadline has been expressly confirmed in writing. In the event of a delay in delivery not caused by intent or gross negligence on our part, WALED Videowalls GmbH shall be liable for each completed week of delay by way of lump-sum default compensation amounting to 0.5% of the delivery value, but in total no more than 3% of the delivery value.
4. Our written order confirmation shall be decisive for the scope of delivery. Side agreements and amendments require our written confirmation.
5. Delivery time is subject to unhindered import and correct and timely supply to ourselves.
6. Further statutory claims and rights of the customer arising from a delay in delivery shall remain unaffected.
§ 7 Transfer of Risk upon Shipment
If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch, at the latest when the goods leave the factory/warehouse. This applies irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of Title
1. We retain title to the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.
2. As long as title has not yet passed to the customer, the customer shall be obliged to treat the purchased item with care. In particular, the customer shall be obliged to insure it adequately at their own expense against theft, fire, and water damage at replacement value. If maintenance and inspection work must be carried out, the customer shall perform such work in good time at their own expense. As long as title has not yet passed, the customer must notify us in writing without delay if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.
3. The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the claims against their purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies irrespective of whether the purchased item has been resold with or without processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets their payment obligations from the proceeds collected, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed and no suspension of payments exists.
4. Any treatment, processing, or transformation of the purchased item by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the purchased item shall continue in the transformed item. If the purchased item is processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to us and shall hold the sole ownership or co-ownership thus created in safe custody for us. To secure our claims against the customer, the customer also assigns to us any claims accruing to them against a third party through the combination of the reserved goods with real property; we hereby accept this assignment.
5. We undertake to release the securities to which we are entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and Notice of Defects; Recourse/Manufacturer’s Recourse
1. Warranty rights of the customer presuppose that the customer has duly complied with their obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
2. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence as well as injury to life, body, and health resulting from an intentional or negligent breach of duty by the user. (Note: in the case of the sale of used goods, the warranty period may be excluded entirely, with the exception of the claims for damages referred to in sentence 2.) Insofar as the law prescribes longer mandatory periods pursuant to Section 438 (1) No. 2 BGB (buildings and items used for buildings), Section 445b BGB (right of recourse), and Section 634a (1) BGB (construction defects), those periods shall apply. Our consent must be obtained before any return of the goods.
3. Should the delivered goods exhibit a defect that already existed at the time of the transfer of risk despite all due care, we shall, subject to timely notice of defects, either rectify the defect or deliver replacement goods, at our discretion. We must always be given the opportunity to render supplementary performance within a reasonable period. If scaffolding or a crane is required for supplementary performance, it shall be provided by the customer free of charge to WALED Videowalls GmbH for the duration of the repair. Recourse claims shall remain unaffected by the above provision without restriction.
4. If supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. No claims for defects shall exist in the case of merely insignificant deviations from the agreed quality, merely insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating equipment, defective construction work, unsuitable building ground, or special external influences not assumed under the contract. If repair work or modifications are carried out improperly by the customer or by third parties, no claims for defects shall exist in respect thereof or of the consequences arising therefrom.
6. Claims of the customer for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labour, and material costs, are excluded insofar as such expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer’s place of business, unless such relocation corresponds to their intended use.
7. Recourse claims of the customer against us shall only exist insofar as the customer has not made any agreements with their purchaser exceeding the mandatory statutory claims for defects. Paragraph 6 shall apply accordingly to the scope of the customer’s recourse claim against the supplier.
8. Pixel defects: The delivered goods shall be deemed to conform to the contract with regard to pixel defects if, upon delivery or acceptance, no more than 0.03% of the total pixel count of the complete LED screen (3 per 10,000 pixels) have failed or are defective and there is no accumulation of defective pixels in a contiguous image area. During the warranty period, the failure of individual pixels is technically unavoidable and does not in itself constitute a defect. A defect obliging us to render supplementary performance shall only exist if (a) more than 0.1% of the total pixel count of the complete LED screen has failed or is defective, or (b) three or more immediately adjacent pixels have failed (cluster), or (c) pixel defects occur in conspicuous concentration within a contiguous image area. The total pixel count of the delivered LED screen shall be decisive, not that of the individual module. Pixel failures reported below these thresholds will be documented and remedied in the course of the next scheduled service visit, or at the latest when one of the aforementioned thresholds is exceeded. The customer shall allow WALED Videowalls GmbH a reasonable period of time to plan the replacement. Any loss of revenue (e.g. due to lost advertising income) cannot be asserted against WALED Videowalls GmbH.
§ 10 Guarantee Provisions
1. Descriptions of the products sold do not as such constitute guarantees within the meaning of Section 443 BGB.
2. All guarantees offered by WALED Videowalls GmbH are so-called bring-in guarantees. The bring-in guarantee shall be treated independently of statutory warranty rights. No costs shall be incurred for necessary spare parts as long as the goods have not been damaged through the customer’s own fault. Any travel costs, installation costs, accommodation costs, expenses, and additional meal allowances shall be charged and are payable by the customer. If scaffolding or a crane is required to fulfil the guarantee service, it shall be provided by the customer free of charge to WALED Videowalls GmbH for the duration of the repair.
3. Cases caused by the customer’s own fault are excluded from guarantee services. Insufficient maintenance, cleaning, or drying are in particular grounds for exclusion.
4. Insofar as a guarantee declaration is provided to the customer, it shall establish vis-à-vis end customers only the rights arising from that guarantee declaration.
5. WALED Videowalls GmbH accepts the guarantee conditions of the manufacturer or of the third party pursuant to the preceding paragraph insofar as, on the one hand, the limitation period for liability for a material defect and/or defect of title shall only commence upon knowledge within the framework of the guarantee conditions and, on the other hand, that period shall be suspended by examination, repair, and replacement measures of the manufacturer or third party until the final conclusion of those efforts.
6. For guarantee claims based on display errors, the pixel defect provision of § 9 (8) shall apply accordingly. The customer shall allow WALED Videowalls GmbH a reasonable period of time to plan the replacement. Any loss of revenue (e.g. due to lost advertising income) cannot be asserted against WALED Videowalls GmbH.
§ 11 Miscellaneous
1. This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of WALED Videowalls GmbH (Duisburg), unless otherwise stated in the order confirmation. This clause (§ 11.2) shall not be legally binding if the customer is a company not registered in the commercial register.
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
Cross-References
In addition to these Terms and Conditions, the Maintenance and Warranty Provisions of WALED Videowalls GmbH shall apply. There you will find details on maintenance intervals, extended warranty, and the industry-standard pixel failure threshold.