Section 1 Scope
(1) These General Terms and Conditions (hereinafter “GTC”) apply to all business relationships between Munich Solutions GmbH, Schulstraße 11A, 82205 Gilching, registered in the commercial register of the Munich Local Court under HRB 280520 (hereinafter “provider” or “lumafy”) and its customers (hereinafter “customer”).
(2) The GTC apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 14 of the German Civil Code (BGB). Contracts with consumers within the meaning of Section 13 BGB are not concluded. By concluding the contract, the customer warrants that they are an entrepreneur.
(3) Deviating, conflicting or supplementary general terms and conditions of the customer do not become part of the contract unless their validity is expressly agreed to in writing. These GTC also apply if the provider, being aware of the customer’s deviating terms, carries out the delivery without reservation.
(4) Individual agreements made with the customer in a specific case (including ancillary agreements, supplements and amendments) always take precedence over these GTC. A written contract or the provider’s written confirmation is decisive for the content of such agreements.
Section 2 Conclusion of contract
(1) The presentation of the products in the online shop at shop.lumafy.de as well as on the website lumafy.de does not constitute a legally binding offer, but a non-binding invitation to the customer to submit an offer.
(2) By clicking the order button in the online shop or by placing a written or electronic order, the customer submits a binding offer to conclude a purchase contract.
(3) The provider is entitled to accept this offer within 14 days. Acceptance takes place through express confirmation in text form (e.g. email, order confirmation) or through delivery of the goods.
(4) Orders via the online shop are additionally subject to the terms of the shop provider (Shopify) that may apply there. In case of doubt, the provider’s express written confirmation prevails.
Section 3 Prices and payment terms
(1) All prices are understood to be plus statutory VAT and other price components, unless expressly stated otherwise. Unless otherwise noted, all prices in the online shop and in offers are net prices.
(2) Shipping, logistics and installation costs are shown separately and are to be borne by the customer in addition.
(3) Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date. In the case of direct debit or advance payment, the payment method agreed between the parties applies.
(4) In the event of late payment, the provider is entitled to demand default interest of nine percentage points above the base rate pursuant to Section 288 (2) BGB as well as a flat fee of 40 euros pursuant to Section 288 (5) BGB. The provider reserves the right to assert further damages caused by the delay.
(5) The customer is only entitled to rights of set-off and retention if their counterclaims have been legally established, are undisputed or have been acknowledged by the provider.
Section 4 Delivery, delivery date, shipping
(1) Unless otherwise agreed, deliveries are made ex works or ex warehouse of the provider or its suppliers. The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover to the forwarding agent, carrier or other person or institution designated to carry out the shipment (Section 447 BGB).
(2) Delivery dates and periods stated by the provider are non-binding unless something else has been expressly agreed in writing.
(3) Delays in delivery and performance due to force majeure or due to events that significantly hinder or make delivery impossible for the provider (in particular strike, lockout, official orders, pandemics, supply shortages of suppliers, transport disruptions) – even if they occur at the provider’s suppliers – are not the responsibility of the provider, even in the case of bindingly agreed periods and dates. They entitle the provider to postpone the delivery by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.
(4) Partial deliveries are permitted insofar as they are reasonable for the customer.
Section 5 Retention of title
(1) Until full payment of all the provider’s claims arising from the business relationship, the delivered goods remain the property of the provider (goods subject to retention of title).
(2) The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as they are not in default.
(3) The customer hereby assigns to the provider, by way of security and in full, the claims arising from the resale or any other legal ground (insurance, tort). The provider revocably authorizes the customer to collect the claims assigned to the provider for the customer’s own account and in the customer’s own name.
(4) In the event of conduct by the customer in breach of contract, in particular late payment, the provider is entitled to take back the goods subject to retention of title after an unsuccessful reminder. Taking back the goods only constitutes withdrawal from the contract if the provider expressly declares this in writing.
Section 6 Notice of defects, warranty
(1) The customer is obliged to inspect delivered goods immediately after receipt in accordance with Section 377 of the German Commercial Code (HGB) and to give notice of any defects in text form immediately, but no later than within seven business days of receipt. If the customer fails to give timely notice of defects, the goods are deemed approved.
(2) Hidden defects must be reported in text form immediately after their discovery.
(3) In the case of a justified notice of defects, the provider has the right, at its option, to repair the goods or to deliver a replacement (subsequent performance). If subsequent performance fails twice or if the provider seriously and finally refuses it, the customer may, in accordance with the statutory provisions, withdraw from the contract or reduce the purchase price.
(4) The warranty period for newly manufactured items is 24 months from handover of the goods. For used items, the warranty period is 12 months.
(5) For the hardware products offered in the online shop (lumafy ONE, lumafy CORE, Amazon Signage Stick), the manufacturer warranties additionally apply insofar as expressly stated. These manufacturer warranties exist alongside the statutory warranty claims and do not restrict them.
(6) For software products (lumafy Content Management System Light/Pro), the condition is governed by the respective service description. Uninterrupted or error-free provision is not owed insofar as this is not possible for software in line with the state of the art.
Section 7 Liability
(1) The provider is liable without limitation for intent and gross negligence as well as for injury to life, body and health. For the breach of essential contractual obligations (cardinal obligations), the provider is also liable in the case of simple negligence, but limited to the foreseeable damage typical of the contract. A cardinal obligation is an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely.
(2) Otherwise, the provider’s liability for damage caused by slight negligence is excluded.
(3) Liability under the German Product Liability Act and under any warranty given by the provider remains unaffected.
(4) Insofar as the provider’s liability is excluded or limited, this also applies to the personal liability of its employees, representatives and vicarious agents.
Section 8 Data protection
(1) The provider collects and processes the customer’s personal data exclusively within the framework of the statutory provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) Details on data processing can be found in the provider’s privacy policy.
Section 9 Final provisions
(1) The law of the Federal Republic of Germany applies exclusively, to the exclusion of 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 out of or in connection with this contractual relationship is the registered office of the provider in Munich, provided the customer is a merchant, a legal entity under public law or a special fund under public law. However, the provider is also entitled to sue the customer at the customer’s general place of jurisdiction.
(3) The language of the contract is German.
(4) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The parties undertake to replace the invalid or unenforceable provision with a valid or enforceable arrangement that comes closest to the economic purpose of the original provision.
(5) Amendments and supplements to these GTC and to individual agreements must be in text form to be effective. The requirement of text form can only be waived in text form.