GENERAL TERMS AND CONDITIONS
General conditions for sale and delivery
P+M Superfeed UG i.G., 50127 Bergheim
1 General - Scope of application
1.1 Our conditions for sale and delivery apply exclusively. These also apply to all future business relations, even if they are not expressly agreed. We do not recognise conditions applied by the purchaser that diverge from our conditions for sale and delivery, unless we have expressly accepted them in writing. Our conditions for sale and delivery also apply if we supply the purchaser without reservation, even though we are aware of conditions applied by the purchaser that conflict or diverge from our conditions for sale and delivery.
1.2 Ancillary agreements, assurances or changes to these conditions for sale and delivery are only binding with our express written approval.
1.3 A contract is only valid with our written order confirmation or upon immediate delivery by us.
1.4 The nature of the goods is comprehensively and finally defined in the service description (order confirmation).
1.5 In the event of doubt, our statements in connection with this contract (e.g. service description, order confirmation, reference to DIN standards, etc.) do not constitute assumption of any guarantee. In the event of doubt, only express statements made in writing by us over the assumption of a guarantee shall be authoritative
1.6 Changes to orders are only possible in exceptional cases, and only if production has not yet begun. Any costs incurred for changes to orders requested by the purchaser shall be borne by the purchaser.
2 Offer - Offer documents
2.1 All offers are subject to change, unless otherwise stipulated.
2.2 Drawings, illustrations, dimensions, weights and other performance data are only binding if these have been explicitly agreed in writing.
2.3 We reserve the right to ownership of and copyright to figures, drawings, calculations and other documents. This also applies to such written documents designated as “confidential”. They may not be passed on to third parties without our express written consent.
3 Prices - Payment conditions
3.1 Unless otherwise stipulated in the order confirmation, or unless otherwise agreed, our prices are "ex works", including packaging.
3.2 Our prices are excluding VAT, which shall be separately specified on the invoice at the statutory rate applicable on the day of invoicing. Retail prices are understood to include VAT.
3.3 Unless otherwise stipulated in the order confirmation, or unless separate agreements stipulate otherwise, the net purchase price (without deduction) is payable seven days after the invoice date. If the purchaser defaults on payment, we are entitled to charge interest amounting to 8% above the base interest rate p.a. If we are in the position to prove higher damages caused by default, we are entitled to obtain those damages. End customer orders are only against prepayment or cash on delivery.
3.4 The purchaser shall only have the right to offset if his counterclaims are established to be legally effective, uncontested or recognised by us. Furthermore he is entitled to exercise a right of retention only when his counterclaim is based on the same legal relationship.
4 Delivery times
4.1 The beginning of the delivery period determined by us presupposes that all technical issues have been clarified.
4.2 We are only responsible for provision of the goods for delivery insofar as we have received the goods or the necessary supplies on time. However, we shall immediately inform the purchaser if the goods or supplies are unavailable or shall not be available on time. The burden of proof that a breach of duty in connection with the provision of the goods for delivery is our responsibility lies with the purchaser.
4.3 Compliance with our delivery obligation presupposes the timely and proper fulfilment of the purchaser's obligations. We reserve the right to claim breach of contract.
If the purchaser falls into default of acceptance or if he breaches other duties of cooperation, we shall be entitled to demand compensation for any loss resulting to us in this respect, including any extra expenditure that has been incurred. We reserve the right to assert further claims.
4.5 If in the event of default of acceptance there is no response to a written request for acceptance within a reasonable time, we are entitled to refuse performance of the contract and to claim damages for non-performance. In this case we are entitled either to demand a lump sum amounting to 20% of the agreed gross purchase price as compensation, unless the customer provides verification of lower damages, or to demand compensation from the purchaser for effective damages incurred.
4.6 If the requirements of section 4, para. 3 have been met, the risk of accidental loss or deterioration of the item purchased shall be transferred to the purchaser at the moment in which the latter is in default of acceptance or of payment.
4.7 Partial deliveries are permitted.
4.8 In cases of force majeure, strike, lockout, or similar unforeseen events which hinder the execution of an order, we are not bound to the agreed delivery time for the duration of the obstruction.
5 Delivery conditions - Transfer of risk
5.1 If delivery is not performed by us, all shipments shall be at the risk of the purchaser, who is also responsible for insuring the goods. The risk is transferred at the time we hand over the goods to the shipping agent or to the customer.
5.2 Visible transport damage must immediately be reported in writing upon acceptance of the goods, and hidden transport damage within seven days, to the delivering forwarding agent.
5.3 If we perform shipment, we reserve the right to choose the route and mode of shipment.
6 Warranty and liability for other defects
6.1. We shall issue guarantees only as part of individual contractual agreements.
6.2. Obligation to examination and notification pursuant to Section 377 HGB (German Commercial Code) applies even if the customer is a purchaser in the sense of Section 14 BGB (German Civil Code), and if the order is made in the course of commercial or self-employed professional activity.
6.3. The statutory warranty period for new goods is - with the exception of claims for damages in accordance with section 7 of these GTCs - limited to one year.
6.4. For used goods the warranty is - with the exception of claims for damages in accordance with section 7 of these GTCs - excluded absolutely. Complaints also cannot be accepted if they relate to a second choice or a special item, and if the functionality of the product shall not be significantly impaired. Defects taken into account upon purchase cannot be taken as grounds for a complaint. Complaints regarding impairments which are unavoidable in the current state of technology, such as colour variations or irregularities of structure that are unavoidable with real wood veneer or leather, do not represent defects, because the cause is due to neither material nor to manufacturing. The same applies to minor variations in quality, weight, size, thickness, width, finish, pattern and colour, insofar as these are permitted under the applicable standard.
6.5. If there is a defect in the goods purchased for which we are responsible - insofar as this is a deviation from Section 439, para. 1 BGB - at our discretion a claim for rectification or replacement shall apply. Expenses necessary for subsequent performance are the responsibility of the purchaser if these are increased because the item delivered was transported to a place other than the purchaser's branch office, unless such transport corresponds to the intended use of the goods.
6.6 Should two attempts at rectification or replacement delivery be unsuccessful, the purchaser is entitled at his own discretion either to withdraw from the contract or to demand a corresponding reduction of the purchase price (reduction). Further claims by the purchaser are excluded. This applies particularly to claims by the purchaser for damages.
6.7 If the customer exercises rights from the recourse provisions of Sections 478, 479 BGB, we exclude liability for damages - to the extent permitted by law.
7.1. We shall be liable in accordance with legal regulations.
7.2. (3) If our liability is excluded or limited, this also applies to the personal liability of our employees, workers, personnel, representatives, and agents.
We are entitled to withdraw from the contract at any time and without warning if the financial situation of the purchaser has considerably worsened, and as a result of this the performance of the purchaser's obligation is at risk. Those conditions shall be considered to have been met, for example, if there have been suspensions of payment, enforcement measures for payment claims or objections to bills of exchange and cheques in regard to the purchaser, or if insolvency proceedings against the purchaser's assets have been applied for or if such have been initiated. These rights exist even if those conditions existed at the conclusion of the contract without our being aware of them.
9. Retention of title
9.1. We reserve right to ownership of our goods until all payments from the business relationship have been made (with payment by cheque or bills of exchange until encashment).
10. Applicable law
Contractual relationships to which these conditions of sale and delivery apply are subject to the laws of the Federal Republic of Germany - the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 are excluded.
11. Jurisdiction - Place of fulfilment
11.1. For all disputes arising from the contractual relationship, if the customer is a business person, a legal entity under public law, or a special fund under public law, the responsible court is the district court at the supplier's registered office or the chamber of commerce of the district court for our registered office, depending on the amount in dispute. We are however also entitled to bring an action against the purchaser at the court responsible at his residence or his place of business.
11.2. Unless otherwise stated in the purchase order, the place of performance is our registered office.
12. Scope of application
The above conditions for sale and delivery are valid from 31.08.2016.
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All prices including VAT, plus shipping costs.
PM Superfeed UG | Graf-Otto-Str. 2 | 50127 Bergheim | Tel.: +49 (0)2271 489 71 66
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