§ 1 Scope of application and validity

1. These General Terms and Conditions (GTC) apply to all legal transactions between FA Trading GmbH, Gewerbepark 4, 83088 Kiefersfelden, DE358310081 (hereinafter referred to as “we” or “our”) and its customers (hereinafter referred to as “customer,” “purchaser,” “client,” “contractual partner,” “interested party”).
2. These GTC are intended exclusively for companies.
3. The current version of our GTC is available on our website at https://www.sphere-profiles.com/en/gtc.
4. These General Terms and Conditions also apply to all future business relationships with the customer, even if they are not expressly agreed again.
5. Deviations from these General Terms and Conditions, supplementary provisions or conflicting requirements shall only be recognised as part of the contract if this has been expressly confirmed in writing by FA Trading GmbH.

§ 2 Offers

1. All offers made by FA Trading GmbH are subject to change and non-binding unless they have been expressly designated as binding. Furthermore, we reserve the right to sell the offered goods in the meantime.
2. All offer and project documents, including all associated attachments and samples, dimensional drawings, and descriptions, are also subject to industrial property rights and copyrights.
3. Unless otherwise agreed in writing, offers are valid for a period of one month.
4. The prices shown are exclusive of statutory sales tax, as well as packaging and assembly costs.

§ 3 Conclusion of contract and contract content

1. Binding order and acceptance - By ordering the goods, regardless of the order method chosen, the customer makes a binding offer to purchase. FA Trading GmbH accepts this offer either in writing or by delivering the goods.
2. Reservation of product changes - We reserve the right to make the following changes after conclusion of the contract:
   • Product modifications within the scope of continuous improvements and further developments.
   • Minor, insignificant deviations in color, shape, design, dimensions, weight, or quantity that are customary in the trade.
3. Changes by the customer - After the contract has been concluded, changes to the order by the customer require our express consent and may be associated with the obligation to indemnify us.
4. Special customer instructions - Special instructions from the customer, such as delivery requests, deadlines, or discounts, will only become part of the contract if we explicitly and officially acknowledge them in writing on the order confirmation.
5. Delivery delays - Delivery delays caused by, for example, transport or production delays, immediately entitle you to withdraw from the contract or to assert contractual penalties. FA Trading GmbH must be granted a reasonable grace period – in any case, 14 days from the knowledge of the circumstance that leads to the delay.
6. Price changes - Our prices are based on the currently valid material, purchasing, and labor costs. If more than three months elapse between the conclusion of the contract and delivery without us being responsible for the delay in delivery, we shall be entitled to adjust the price appropriately, taking into account any material, wage, purchasing, and other ancillary costs incurred. If the purchase price increases by more than 25%, the customer shall be entitled to withdraw from the contract.
7. Partial deliveries - We are expressly entitled to make partial deliveries and provide partial services. Information about this will be provided when the order confirmation is sent.

§ 4 Prices, delivery and payment terms

1. Prices - The price list valid at the time of conclusion of the contract is binding and an integral part of the contract. We reserve the right to change prices due to printing errors or mistakes, and such changes require individual agreement. All prices are net, plus the applicable sales tax, excluding packaging and assembly. Freight, postage, customs, transport, insurance, and other ancillary costs will be charged separately at the time of order. All prices include any disposal fees in accordance with the European Directive on Waste Electrical and Electronic Equipment (WEEE Directive).
2. Terms of delivery - Deliveries shall be made exclusively in accordance with the terms of payment confirmed in the order. The assertion of defects or reductions shall not affect the due date of the remaining purchase price payment. Defects in parts of the delivered goods do not entitle the customer to reject the entire delivery.
3. Notification of defects in the event of transport damage - The customer must immediately report incomplete deliveries or transport damage to the responsible post office or other delivery company. The submission of the created damage report is a prerequisite for a replacement delivery.
4. Terms of payment - Payments shall be made without deduction in the agreed currency (generally EUR) within 14 days of the invoice date. Deviating terms of payment require our written consent.
5. Credit check - To secure our credit risk, we reserve the right to perform a credit check and, if necessary, to determine a payment method. The customer expressly agrees to the credit check and supports FA Trading GmbH, in particular by signing appropriate documents and submitting necessary materials. Should data be stored or used in any other way for the credit check, the customer hereby declares their consent to the processing of the data.
6. Right of retention and offsetting - The customer is not entitled to withhold or offset payments on the basis of warranty claims or other counterclaims.

§ 5 Online orders

1. Access to the order platform - Every business operator shall be granted access to the order platform provided that the relevant registration form has been completed in full.
2. Password security - The registered user is obliged to change the initial password immediately and to protect it from unauthorized access.
3. Binding nature of online transactions - The customer acknowledges all legal transactions made with their access data in the seller's online ordering system as binding.
4. Conclusion of contract - For orders placed via the order platform, the contract may also be concluded by sending an email confirming the order.
5. Disclaimer for the order platform - We do not guarantee the error-free functioning of the online order platform and exclude any liability for damages arising from its use. This also includes access disruptions, such as limited availability of the system or incorrect transmission of information and declarations.
6. Use from abroad - The customer acknowledges that the use of the order platform from abroad may violate local laws, for example through the use of encryption technologies employed on the platform. In this context, we reject any liability and responsibility.

§ 6 Transfer of risk (transport)

1. Transfer of risk upon shipment - The risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer upon handover to the forwarding agent, carrier, or any other person designated to carry out the shipment, even if carriage paid delivery has been agreed. Acceptance of the delivery under reserve is not permitted; the customer is obliged to accept the delivery.
2. Acceptance in the event of minor defects - The customer is not entitled to refuse acceptance of deliveries due to minor defects.
3. Default of acceptance by the customer - If the customer does not accept the delivery in whole or in part within the pre-agreed period, or does not pick up the ordered goods, we are entitled, after setting a reasonable grace period, to charge the following contract violation fees based on the prices of the respective products as listed on the invoice: a) for standard products listed in the catalog current at the time of contract signing: 50% b) for products ordered outside the regular assortment due to a special customer request: 100% c) for products manufactured to order: 100% The customer must also bear the costs arising from their default of acceptance.
4. Obligation to report transport damage - If the service or product is damaged or lost during transport, the customer is obligated to immediately arrange for a damage report with the carrier and inform us in writing within three days of the delivery's or product's arrival at its destination. Damage during transport is not considered a material defect; we are not liable for such damages.
5. Notification of delivery defects - Incorrect or incomplete deliveries must be reported to us in writing and in detail within seven days of arrival at the destination. Otherwise, claims for replacement are excluded.

§ 7 Warranty

1. Warranty periods - The statutory warranty periods of 24 months apply, provided that the goods have been paid for on time. The warranty is excluded for the delivery of used items, light bulbs, remnants (“B-goods”) and discontinued items.
2. Exclusion of warranty claims - Warranty claims are voided if the goods are damaged or destroyed due to the customer's fault. This applies in particular to improper handling, mechanical damage, unauthorized opening, modifications, or damage caused by connecting the item to other devices. The warranty is excluded for the delivery of used items, discontinued stock ("B-goods"), and clearance items. For new light bulbs, the warranty is limited to a period of six months from delivery.
3. Notification of defects - Obvious defects must be reported to us by the customer in writing immediately, but no later than seven days after receipt of the goods. Hidden defects must be reported in writing immediately after their discovery, but no later than within seven days. The timely dispatch of the notification is sufficient to meet the deadline. If notification is not made within the specified period, the goods shall be deemed to have been approved with regard to the defect in question.
4. Subsequent performance - In the event of justified complaints, we shall, at our discretion, either repair the goods or deliver a replacement. If the subsequent performance fails twice, the customer may, at their discretion, demand a reduction in the purchase price or withdraw from the contract. Withdrawal is excluded in the case of insignificant defects.
5. Limitation of warranty - Our warranty applies exclusively to the goods delivered by us and does not include any consequential costs such as labor time or travel expenses. The customer is obliged to check the products for proper functioning before further processing.
6. Recourse claims – Obvious defects must be reported to us by the customer in writing immediately, at the latest within seven days of receipt of the goods. Hidden defects must be reported in writing immediately after their discovery, at the latest within seven days. If recourse claims are asserted, these shall include contributions to costs (including labor for installation and removal, travel expenses, transport costs) only under the following conditions:
   • The customer must expressly state when filing the complaint that it is a recourse claim;
   • The customer is obliged to minimize damage;
   • The costs (including travel expenses) must be reasonable;
   • The customer must demonstrate that there were no reasonable alternatives for remedying the damage;
   • The customer must actively support FA Trading GmbH in resolving the problem in a cooperative manner;
   • The goods must be returned to us at our request.
   Business interruption costs, consequential damages, own expenses without proof, costs for documentation, costs resulting from improper installation or handling, and costs resulting from external influences shall not be taken into account in recourse claims and shall not be borne by FA Trading GmbH.
7. Warranty for totalities - We only assume a warranty for totalities if this has been expressly agreed with the customer.
8. Acceptance of rejected goods - The acceptance of rejected goods does not constitute an acknowledgment of a warranty claim.

§ 8 Liability

1. Liability for improper handling - We accept no liability for damage, in particular consequential damage, caused by improper handling of the delivered items.
2. Scope of liability - Our liability is limited to damage caused by intentional or grossly negligent conduct on our part or on the part of our employees. The amount of liability is limited to the damage foreseeable at the time of conclusion of the contract, based on circumstances that were known to us or should have been known to us.
3. Planning and consulting assistance - Our planning and consultation services are non-binding and provided without warranty. They are intended for support only and do not establish any liability or grounds for a claim.

§ 9 Complaints policy and returns procedure

1. Submitting complaints - Complaints under warranty must be submitted in writing via the order platform under the menu item “Returns and complaints portal.”
2. Information required for complaints – The necessary information includes the delivery note number, item number, and the reason for the complaint.
3. Returns sent without postage paid - Returns sent without postage paid cannot be accepted.
4. Inspection and rectification - In the event of justified complaints, we will inspect the item and rectify the defect by repairing or replacing the item.
5. Replacement delivery - If neither repair nor replacement with identical goods is possible, we reserve the right to deliver an item of equivalent quality and price.
6. Advance replacement - Advance replacement is usually carried out. The defective item must be returned by the customer within 14 days of receipt of the replacement delivery. If our quality assurance cannot determine that the item is defective, the item exchanged in advance will be invoiced in accordance with the agreed terms and conditions, and inspection costs amounting to 10% of the value of the goods will be charged. Furthermore, the customer shall bear the shipping costs for returning the inspected, non-defective item to the originally agreed delivery address.

§ 10 Retention of title

1. Retention of title - The delivered goods remain our property until the purchase price has been paid in full.
2. Resale - The customer is authorized, until further notice, to sell the goods under retention of title in the ordinary course of business. In the event of resale, the customer now assigns to us all claims arising from it against their buyers, including all ancillary rights. The customer is revocably authorized to collect these assigned claims but may not otherwise dispose of them. The customer is prohibited from agreeing to a non-assignment clause with their buyers if it would impair our security rights. If a non-assignment clause exists on the part of a customer's buyer, the customer is obligated to inform us immediately. During the period of retention of title, the customer is specifically prohibited from pledging or using the goods as collateral.
3. Mixing with other goods - If the purchased item is mixed inseparably with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item to the other mixed items at the time of mixing. It is agreed that the customer shall transfer proportional ownership to us if the mixing takes place in such a way that the customer's item is to be regarded as the main item. The customer shall hold the sole or joint ownership thus created in safekeeping for us.

§ 11 Reservation of availability

Should we determine after the contract is signed that the ordered goods or service are no longer available or cannot be delivered for legal reasons—for example, due to the manufacturer's insolvency or business closure—we are entitled to either offer a good or service of equal quality and price or to withdraw from the contract without compensation. Generally, a refund for services and products provided by FA Trading GmbH will be made on a "payment versus delivery" basis. If such a "payment versus delivery" refund is no longer possible or would involve significant effort, any payments already made will only be promptly refunded to the customer to the extent of the unfulfilled counter-performance in the event of a contract withdrawal. There will be no refund for payments related to services that FA Trading GmbH has already rendered. For orders made on an open invoice, a credit will be applied to the customer's account.

§ 12 Prohibition of re-export to Russia and Belarus

1. The customer undertakes not to sell, export or re-export, either directly or indirectly, the goods delivered under this contract that fall under the provisions of Article 12g of Regulation (EU) No. 833/2014 and Article 8g of Regulation (EC) No. 765/2006 to the Russian Federation or the Republic of Belarus.
2. The customer shall ensure that all necessary measures are taken to prevent the purpose referred to in paragraph 1 from being undermined by third parties in the supply chain, including possible resellers.
3. The customer undertakes to establish and maintain an appropriate monitoring mechanism to identify actions by third parties in the supply chain that could jeopardize the purpose specified in paragraph 1.
4. A breach of paragraphs 1, 2, or 3 shall constitute a material breach of contract. In such a case, we shall be entitled to take appropriate measures, including, but not limited to: a) termination of the contract, b) withdrawal from the contract, and c) assertion of a contractual penalty in the amount of 100% of the total value.
5. Duty to inform: The customer undertakes to inform the seller immediately of any problems in complying with paragraphs 1, 2, or 3, including relevant activities of third parties that could jeopardize the purpose specified in paragraph 1.

§ 13 Printing and typesetting errors

If errors are subsequently discovered in the product specifications, the customer may reconfirm the order under the valid conditions expressly in writing or by paying the prescribed price. Otherwise, we shall be entitled to withdraw from the contract, even if the contract has already been accepted. In this case, claims for damages shall be excluded.

§ 14 Data protection, change of address, and copyright

1. Data protection - The customer agrees that the personal data contained in the purchase contract may be stored and processed by us automatically for the purpose of fulfilling this contract.
2. Notification of changes of address - The customer undertakes to notify us immediately of any changes to their residential or business address as long as the contractual legal transaction has not been completely fulfilled by both parties. If the customer fails to provide this notification, declarations shall be deemed to have been received even if they were sent to the last address provided.
3. Copyright - All images, plans, sketches, and other technical documents, as well as samples, catalogs, brochures, and illustrations, remain our intellectual property. The customer is not granted any rights of use or exploitation of any kind. Exceptions require individual written approval.
4. Data protection declaration - Our complete data protection declaration is available at https://www.sphere-profiles.com/en/privacy-policy.

§ 15 Final provisions

1. Place of performance and jurisdiction - The place of performance is our company headquarters in 83088 Kiefersfelden, Germany. For all disputes arising from or in connection with this contract, including these terms, the District Court of Kufstein has exclusive jurisdiction. However, we reserve the right to sue at the customer's domicile or a branch office as well. This agreement on jurisdiction also applies to foreign contractual partners if the matter falls under domestic jurisdiction or if legal action abroad is unreasonable.
2. Applicable law - German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG: United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980). Conflict of law provisions do not apply.
3. Written form requirement - Amendments and supplements to this contract must be made in writing. This also applies to any deviation from the written form requirement itself.
4. Severability clause - Should any provision of these General Terms and Conditions or any provision within the framework of other agreements between us and the customer be or become invalid, the validity of all other provisions or agreements shall remain unaffected. The invalid provision shall be replaced by a provision that comes closest to the legally possible, taking into account the place, time, extent, and scope of the invalid provision and the original meaning and purpose of the invalid provision. The same shall apply in the event of a contractual loophole.