GENERAL TERMS AND CONDITIONS

General

  1. For deliveries by OSRAM SYLVANIA Inc. (hereinafter referred to as “SYLVANIA“) the following terms apply, unless there is an applicable agreement in place between the parties. Deviating terms of the purchaser are not accepted by SYLVANIA unless SYLVANIA would have expressly agreed to their applicability in writing. These General Terms and Conditions (hereinafter “Terms”) also apply if SYLVANIA undertakes delivery to the purchaser without reservation being aware of adverse terms or purchaser’s terms deviating from these Terms and there is no applicable agreement in place between SYLVANIA and purchaser (hereinafter each a “Party” and collectively, “the Parties.”)
  2. Changes to these Terms will not apply, unless otherwise agreed to in writing.

Delivery

  1. For SYLVANIA’s delivery obligations, only the written order confirmation provided by SYLVANIA shall apply.
  2. Delivery shall be made free carrier (FCA) in accordance with the most recent Incoterms.
  3. Delivery delays or limitations which arise through no fault of SYLVANIA or which can verifiably be attributed to military mobilization, war, uprising, strike, legitimate lockout or the emergence of unforeseen obstacles outside of SYLVANIA’s control, will result in a reasonable prolongation of the delivery deadline by the duration of the hindrance. If the hindrance lasts longer than three months, each Party is entitled to withdraw from the contract. Potential considerations already provided will be refunded by SYLVANIA to the purchaser without delay in such case.
  4. Should delivery be delayed due to SYLVANIA’s negligence, liability for damages arising from the delay (compensation in addition to performance) is limited to 5 % of the purchase price of the late delivery, and liability for damages instead of the performance is limited to 30 % of the purchase price of the late delivery.

Warranty

  1. SYLVANIA warrants that its products are free from defects in materials and workmanship. Expiration of standard lifetime during the warranty period does not constitute a defect. For items which are worked on and modified without SYLVANIA’s express approval or exposed to improper conditions of use, SYLVANIA shall not be obliged to pay any compensation, insofar as a query concerning the item can be respectively attributed.
  2. SYLVANIA’s product descriptions do not contain any guarantee of quality. The delivered products fulfil the agreed specifications and have the characteristics stated by SYLVANIA. Further characteristics, in particular suitability for a specific purpose beyond the statements made by SYLVANIA, are not owed by SYLVANIA and only become part of the contract after appropriate tests have been carried out and subsequently agreed upon.
 
  1. Claims for defects are subject to the purchaser’s obligation to give notice of defects within fourteen (14) days of delivery. The notice of defects must be provided in writing. Rejected goods must be returned to SYLVANIA for inspection. In the event of a wrongful notice of defects, SYLVANIA is entitled to request compensation from the purchaser for expenditures incurred in this regard, unless it was not possible for the purchaser to detect that there was no defect. If the inspection reveals a construction or material or other defect, SYLVANIA shall make a replacement delivery or issue a credit note in the amount of the purchase price, at SYLVANIA’s option.
  2. Unless otherwise agreed to by the Parties in writing, warranty claims shall expire twelve (12) months after delivery.

Damages

  1. Damage claims of the purchaser are excluded unless the damage was caused willfully or grossly negligently by SYLVANIA or insofar as the damage does not result from a violation of a material contractual obligation. Substantive contractual obligations in this sense are such obligations which need to be fulfilled in order to allow for the proper implementation of the contract and compliance with which the purchaser may generally rely on.

Insofar as SYLVANIA is liable according to the previous provision, liability is limited to an amount of 2 million USD per damage event, as long as SYLVANIA did not act willfully. This does not apply if, as an exception, the damage which can typically be foreseen is higher for the contract concluded. In this case, liability is limited to the higher foreseeable damage. The aforementioned provisions do not imply a change to the burden of proof to the purchaser’s detriment.

Prices and Payment Terms

  1. Prices are given in the agreed currency, net (exclusive of any fees and taxes) and without deduction, on basis ex works in accordance with the most recent Incoterms.
  2. If order amounts deviate from SYLVANIA’s respective applicable standard shipping units, SYLVANIA will charge a surcharge per partial quantity position in an amount of $10.00.

For orders with a net value (exclusive of any fees and taxes) less than $500.00 per addressee SYLVANIA will charge a handling fee in an amount of $25.00. The net order value is calculated exclusive of all taxes and fees charged.

For orders issued in a manner that an automated processing is not possible, OSRAM will charge a service fee of $25.00.

  1. Payment shall be affected in the agreed currency at the payment location indicated by SYLVANIA. The authoritative date for timely payment shall be the date of receipt of the payment by SYLVANIA. Unless otherwise agreed, invoices are to be paid within 30 days from the invoice net.
  2. In case of default of payment, purchaser shall be subject to interest on arrears amounting to 18% APR. The option of enforcement of a higher damage remains unaffected.
  3. In case of default of payment, the purchaser shall bear the risk for currency exchange losses incurred against the claim in USD on the due date.

Retention of Title

  1. Until all claims which are due to SYLVANIA arising from the current business relationship with the purchaser have been fulfilled, SYLVANIA shall retain title to the goods delivered. Title shall not transfer to the purchaser until full purchase price has been received by SYLVANIA. Provision of a letter of credit shall not constitute payment.
  2. The purchaser is only entitled to resale in accordance with orderly business operations against immediate payment or subject to retention of title. The receivables due to him from his purchasers as a result of the resale including the balance claims which result from the termination of a current account, as well as the rights to cancellation of such current account and to determination of balance claims are already now preventatively assigned from the purchaser to SYLVANIA.

Despite this assignment, the purchaser remains authorized to collect such claims. However, SYLVANIA is entitled to revoke this authorization and to collect the claim themselves if the purchaser does not meet his payment obligations or has filed for insolvency. In such cases, SYLVANIA may demand that the purchaser notifies SYLVANIA of the claims that were assigned and the debtors, provides all information necessary for collection, hands over the associated documentation and informs the debtors (third parties) of the assignment.

  1. Insofar as the title to goods subject to retention of title is lost in processing, blending or fusion with other objects, the purchaser shall transfer the title to the new goods to SYLVANIA for surety, up to the amount that corresponds to the sales price charged to the purchaser (including taxes and fees, if any). The purchaser shall store the goods for SYLVANIA free of charge. If SYLVANIA products are sold together with other goods (not belonging to SYLVANIA) at a total price, the transfer is only done in the amount invoiced by SYLVANIA for the SYLVANIA products. The same applies to the extent of the transfer of a potential current account claim of the purchaser vis-à-vis his purchaser.
  2. The purchaser is not allowed to pledge or transfer by way of security any goods subject to retention of title. The purchaser is obliged to inform SYLVANIA without delay in the event of third- party interference with the goods in retention or with claims transferred to SYLVANIA as a security. SYLVANIA shall be entitled to collect reasonable attorney’s fees and costs in any effort to clear title related to claims against purchaser.
  3. If the purchaser is in delay with payment, SYLVANIA is entitled to withdraw from the contract and request the goods to be returned.
  4. SYLVANIA shall release securities if and insofar as the realizable value of the securities exceeds the secured claims due to SYLVANIA by more than 10%, whereas SYLVANIA reserves the right to determine which goods or claims are to be released.

  1. If retention of title is not valid according to the jurisdiction of the place in which the goods are located, the security corresponding to the retention of title in this jurisdiction is considered agreed. If the purchaser’s participation is necessary for the accrual of the security, he is obliged, upon SYLVANIA’s request, to take all measures which are necessary for the establishment and retention of such rights, insofar as is deemed reasonable.

Export Control

  1. If purchaser transfers goods (hardware and / or software and / or technology as well as corresponding documentation, regardless of the mode of provision) delivered by SYLVANIA or works and services (including all kinds of technical support) performed by SYLVANIA to a third party worldwide, purchaser shall comply with all applicable national and international (re-)export control regulations. In any event, Purchaser shall comply with the (re-)export control regulations of the Federal Republic of Germany, of the European Union and of the United States of America.

Purchaser confirms by accepting delivery of the goods that no items delivered or provided by SYLVANIA which are prohibited to re-export according to federal law will be re-exported to any prohibited recipient. In case of any violation of that obligation, SYLVANIA has the right to terminate all agreements for cause with immediate effect, shall not be obliged to fulfill its contractual obligations, and is further legally obliged to involve the competent authority.

If required to conduct export control checks, purchaser, upon request by SYLVANIA, shall promptly provide SYLVANIA with all information pertaining to particular end customer, destination and intended use of goods, works and services provided by SYLVANIA, as well as any export control restrictions existing. Purchaser shall indemnify and hold harmless SYLVANIA from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by purchaser, and purchaser shall compensate SYLVANIA for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the purchaser. This provision does not imply a change in burden of proof.

  1. SYLVANIA’s obligation to fulfill this agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.

Choice of Law and Jurisdiction

  1. The law of the State of New Hampshire shall be the governing law of this Agreement.
  2. The parties agree that the place of jurisdiction shall be any state or federal court that governs the State of New Hampshire for all disputes arising from or in connection with the contract concluded with the purchaser. However, SYLVANIA is also entitled to file an action against the purchaser at the purchaser’s place of general jurisdiction.

Severability

  1. Insofar as individual provisions of these Terms should be invalid, this does not affect the validity of the remaining provisions. In place of the invalid regulation, statutory regulations shall apply.

May 2025