At Sinus Solutions, LED lighting supplier, we aim to provide our customers with a fair, rewarding and enjoyable shopping experience. Take a look at our policies below to learn more and contact us with any questions today.

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• 1 Place of performance, delivery and acceptance

1. The place of performance for all services arising from the delivery contract is the location of the seller’s commercial establishment.
2. The goods are delivered from a domestic factory. The buyer bears these shipping costs. The buyer can choose the carrier. The goods are to be sent uninsured. A delivery notification can be agreed.
3. For deliveries from an external warehouse, a flat-rate storage surcharge may be charged.
4. Packaging costs for special packaging are borne by the buyer.
5. Sorted and, in the case of combinations, saleable partial shipments must be made promptly and must be announced in advance. Unsorted shipments are only permitted with the consent of the buyer.
6. If acceptance does not take place on time due to the fault of the buyer, the seller has the right, at his discretion, after setting a grace period of 12 days, to either issue an invoice for the outstanding balance or to withdraw from the contract or to demand compensation.

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• 2 Place of jurisdiction

If the contracting party is a merchant, the place of jurisdiction for all disputes arising is the registered office of the supplier. However, the seller is entitled to sue at the place of jurisdiction of the contracting party.

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• 3 Content of the contract

1. The goods are delivered on specific dates (working day or a specific calendar week). All sales are only made for specific quantities, items, qualities and fixed prices. Both parties are bound to this. Commission transactions are not carried out.
2. Block orders are permitted and must be limited in time when the contract is concluded. The acceptance period may not exceed 12 months.

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• 4 Interruption of delivery

1. In the event of force majeure, industrial action and other operational disruptions for which we are not responsible that have lasted or are expected to last longer than one week, the delivery or acceptance period will be automatically extended by the duration of the disruption, but by a maximum of five weeks plus a grace period for delivery. The extension will only take effect if the other party is informed immediately of the reason for the disruption as soon as it becomes apparent that the aforementioned deadline cannot be met.
2. If delivery or acceptance is not made on time, the other contracting party may withdraw from the contract. However, this must be announced in writing at least two weeks before exercising the right of withdrawal.
3. If the other contracting party was not informed immediately upon request that delivery or acceptance would not be made on time and the hindrance lasted longer than five weeks, the other contracting party may immediately withdraw from the contract.
4. Claims for damages are excluded if the respective contracting party has fulfilled its obligations according to clauses 1-3.

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• 5 grace period for delivery

1. After the delivery period has expired, a grace period of 12 days will begin without notice. After the grace period has expired, the contract is deemed to have been withdrawn, excluding any claims for damages. The contract is not withdrawn according to clause 1 sentence 2 if the buyer informs the seller during the grace period that he insists on the contract being fulfilled. However, the seller is released from the delivery obligation if the buyer does not respond to the seller's request within the grace period as to whether he insists on the contract being fulfilled.
2. No fixed-term transactions are made. If the parties expressly agree in an individual case that the goods are intended for a specific promotion, a fixed delivery date can be agreed without a grace period. If this delivery date is exceeded, the buyer can demand reimbursement of special expenses for the ordered goods, but no more than the purchase price of the ordered goods. Further claims are excluded. The buyer can only reduce the purchase price or withdraw from the contract due to the defectiveness of the promotional goods.
3. If the buyer wants to claim damages instead of performance, he must set the seller a 4-week deadline with the warning that he will refuse performance after the deadline has expired. The deadline is calculated from the day on which the buyer's notification is sent by registered mail. In the case of clause 1, sentence 2, this provision applies instead of the withdrawal listed there only if this

The buyer's notice of deadline has been received by the seller within the grace period for delivery.

1. For goods in stock ready for dispatch and NOS goods – “Never-out-of-Stock” – the grace period for delivery is 5 working days. In the event of non-delivery, the buyer must be informed immediately. Otherwise, the provisions of sections 1 and 3 apply.
2. Before the expiry of the grace period, the buyer’s claims for late delivery

excluded.

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• 6 Notice of Defects

1. Complaints about defects must be sent to the seller no later than 12 days after receipt of the goods.
2. Once the delivered goods have been cut or otherwise processed, any complaint regarding obvious defects is excluded.
3. Minor, technically unavoidable deviations in quality, colour, width, weight, equipment or design may not be objected to. This also applies to customary deviations, unless the seller has declared in writing that the delivery will be in accordance with the sample.
4. In the case of justified complaints about defects, the seller has the right to repair or deliver defect-free replacement goods within 12 days of receiving the goods back. In this case, the seller bears the freight costs. If the subsequent performance fails, the buyer only has the right to reduce the purchase price or to withdraw from the contract.
5. After expiry of the period specified in clause 4, the buyer only has the right to reduce the purchase price or to withdraw from the contract.
6. The buyer must notify the seller of any hidden defects immediately after they are discovered. The buyer can only reduce the purchase price or withdraw from the contract due to the defect being reported in a timely manner.

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• 7 Payment

1. The invoice will be issued on the day of delivery or provision of the goods. Postponing the due date (valuation) is generally not possible.
2. Invoices are payable within 10 days net unless otherwise agreed.
3. After the payment deadline has expired, default occurs on the following day according to Section 286 II No. 1 BGB.
4. Changes in the method of regulation must be announced 3 months in advance.
5. Advance interest will not be granted under any circumstances.
6. Payments are always used to settle the oldest outstanding debts plus any accrued interest on late payments.
7. In any case, the date on which the payment is processed is determined by the postmark. In the case of bank transfers, the day before the seller's bank credits the payment as the date on which the payment is processed.
8. The seller is entitled to assign its claims from deliveries and services for financing purposes.

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• 8 Payment after due date

1. For payments made after the due date, interest will be charged at a rate of 8% above the respective base interest rate of the Deutsche Bundesbank.
2. The seller is not obliged to make any further deliveries under any current contract until all invoice amounts due have been paid in full, including interest. The seller reserves the right to claim damages for delay.
3. In the event of default of payment by the Buyer or in the event of impending insolvency or other significant deterioration of the Buyer's financial situation, the Seller may, after setting a grace period of 12 days, demand cash payment before delivery for any outstanding deliveries from any current contract without the payment deadline being applicable, or may withdraw from the contract or claim damages.
4. If the buyer defaults on payment, all other claims shall become due for payment immediately without the need for a separate notice of default.

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• 9 Method of payment

1. Set-off against counterclaims of the buyer is excluded in all conceivable cases, unless the counterclaims are undisputed or legally established. This also applies in the event of the seller's cessation of payment. Other deductions (e.g. postage) are not permitted.
2. Bills of exchange, if accepted as payment, will only be accepted against reimbursement of expenses. Bills of exchange and acceptances with a term of more than three months will not be accepted.

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• 10 Retention of title

1. The goods remain the property of the seller until all claims arising from the delivery of goods from the entire business relationship have been paid in full, including ancillary claims, claims for damages and the redemption of checks and bills of exchange. The retention of title remains in effect even if individual claims of the seller are included in a current invoice and the balance is drawn and acknowledged.
2. If the reserved goods are combined, mixed or processed by the buyer to create a new movable item, this is done for the seller without the seller being obligated to do so. By combining, mixing or processing, the buyer does not acquire ownership of the new item in accordance with §§ 947 ff BGB. If the goods are combined, mixed or processed with items that do not belong to the seller, the seller acquires co-ownership of the new item in proportion to the invoice value of his reserved goods to the total value.
3. If a centrally regulated body is involved in the transaction between the seller and the buyer, which takes over the del credere, the seller transfers ownership to the centrally regulated body upon dispatch of the goods, subject to the condition precedent of payment of the purchase price by the central regulator. The buyer is only released upon payment by the central regulator.
4. The buyer is only entitled to resell or further process the goods subject to the following conditions.
5. The buyer may only sell or process the reserved goods in the ordinary course of business and provided that his financial situation does not deteriorate sustainably.
6. The buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods - including any balance claims - to the seller. Or
7. If the goods have been combined, mixed or processed and the seller has acquired co-ownership of them to the amount of his invoice value, he is entitled to the purchase price claim in proportion to the value of his rights to the goods. Or
8. If the buyer has sold the claim as part of genuine factoring, the buyer assigns the claim against the factor to the seller and passes on the proceeds of the sale to the seller in proportion to the value of the seller's rights to the goods. The buyer is obliged to disclose the assignment to the factor if he is more than 10 days late in paying an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment.
9. The buyer is authorized to collect the assigned claims as long as he meets his payment obligations. The collection authorization expires if the buyer defaults on payment or if the buyer's financial situation deteriorates significantly. In this case, the seller is hereby authorized by the buyer to inform the buyers of the assignment and to collect the claims himself. In order to assert the assigned claims, the buyer must provide the necessary information and allow this information to be checked. In particular, he must provide the seller, upon request, with a precise list of the claims to which he is entitled, including the names and addresses of the buyers, the amount of each claim, the invoice date, etc.
10. If the value of the security existing for the Seller exceeds all of its claims by more than 10%, the Seller is obliged, at the Buyer's request, to release securities of its choice.
11. Pledging or transferring ownership of the reserved goods or the assigned claims as security is not permitted. The seller must be informed immediately of any seizures, stating the name of the seizing creditor.
12. If the seller takes back the delivery item in exercise of his right of retention of title, this only constitutes a withdrawal from the contract if the seller expressly declares this. The seller can satisfy himself from the taken back reserved goods by selling them privately.
13. The buyer shall store the reserved goods for the seller free of charge. He must insure them against the usual risks such as fire, theft and water to the usual extent. The buyer hereby assigns to the seller his claims for compensation to which he is entitled from insurance companies or other parties liable for damages of the type mentioned above, in the amount of the invoice value of the goods. The seller accepts the assignment.
14. All claims and rights arising from the retention of title to all special forms specified in these terms and conditions remain in force until the seller is fully released from contingent liabilities (cheques and bills of exchange) that the seller has entered into in the buyer's interest. In the case of sentence 1, the buyer is generally permitted to engage in factoring for his outstanding debts. However, he must inform the seller of this before entering into contingent liabilities.

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• 11 Applicable Law

1. The contractual relationship is subject exclusively to German law for both parties. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.
2. The general terms and conditions, in particular the buyer’s terms of purchase, delivery and payment, are not valid if they conflict with the seller’s general terms and conditions.

Terms and Conditions of Sinus Solutions, Nico Haußmann and Simon Haußmann GbR, as of October 6, 2022