PFIFF Vertriebs GmbH
Wilhelmstrasse 49 - 51
§ 1 Scope of application
1. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special assets under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of the customer that are contrary to or deviate from our terms and conditions of sale are only recognised by us if we have explicitly agreed to their validity in writing.
2. These Terms and Conditions of Sale shall also apply to all future transactions with the purchaser, insofar as they are legal transactions of a related nature.
§ 2 Offer and conclusion of contract
Our offers are subject to confirmation. Dimensions and weights as well as illustrations and other data are non-binding. They can be changed at any time and without special notice. Contracts shall only be concluded with our written confirmation. This can be replaced by tacit delivery. We are permitted to correct any misunderstanding, errors, and spelling mistakes in our correspondence.
§ 3 Documents provided
We reserve property rights and copyright to all documents provided to the customer in connection with order placement, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we have given the purchaser our explicit written consent to do so. Insofar as we have not accepted the offer of the purchaser within the period set out in § 2, these documents shall be returned to us without delay.
§ 4 Prices and payment
1. Unless otherwise agreed in writing, our prices apply ex works excluding packaging plus value added tax valid at that time. Packaging costs shall be invoiced separately. With the publication of new list prices, all other price lists and agreements become invalid. This also applies in the event that the customer is not in possession of the new price list for any reason. We reserve the right to charge the prices valid on the delivery day.
2. Payment of the purchase price must be made exclusively to the account stated above. The deduction of a discount is only permissible after written agreement.
3. Unless otherwise agreed, the purchase price shall be paid within 10 days after delivery. Interest on arrears shall be charged at a rate of 5 % above the respective base rate p.a. Before payment of due invoice amounts, we shall not be obliged to supply any further service. We reserve the right to claim higher damages for default.
4. If no fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs for deliveries 3 months or more after conclusion of the contract are reserved.
§ 5 Rights of retention
The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
1. The commencement of the delivery period stated by us shall be subject to the timely and and proper fulfilment of the purchaser‘s obligations. The objection of non-fulfilment of the contract remains reserved.
2. If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we shall be entitled to claim compensation for any damage incurred, including any additional expenses. We reserve the right to assert further claims. If conditions are met, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the purchaser at the point in time at which the purchaser is in default of acceptance or debtor‘s delay.
3. Delivery dates are not binding. Should a delivery date be exceeded by more than 6 weeks, the customer shall be entitled to grant us a reasonable extension of at least a reasonable period of grace of at least 6 weeks and to withdraw from the contract after expiry. Should our suppliers not fulfil their delivery obligations, we shall be entitled to withdraw from the contract. The same shall apply in cases of relative impossibility and force majeure or strike or official measures.
4. Further legal claims and rights of the purchaser due to a delay in delivery shall remain unaffected.
§ 7 Transfer of risk in case of shipment
The choice of the mode of dispatch is left to us. With the handover of the goods or dispatch of the notice of availability, the risk shall pass to the customer, irrespective of whether the goods are dispatched from the place of performance. This applies to both self-collectors and forwarding agents. If accelerated transport is requested, the additional costs shall be borne by the purchaser. If the customer does not accept the delivery, we are entitled to store the item at his expense. We are entitled to make partial deliveries on a cash on delivery basis at our discretion.
§ 8 Retention of title
1. We retain title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not expressly refer to this. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
2. As long as the ownership has not yet passed to him, the purchaser is obliged to take back the the object of sale with due care and attention. If maintenance and inspection work has to be carried out, the purchaser must take care of this at his own expense and in good time. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to pay us the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the the purchaser shall be liable for the loss incurred by us.
3. The customer is entitled to resell the goods subject to retention of title in the normal course of business. The purchaser cedes the claims from the resale of the goods subject to retention of title in the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing. The purchaser remains authorised to collect the claim even after the assignment, however, he shall not be permitted to pledge or assign the claim as security. Our authority to collect the claim ourselves remains unaffected by this. At our request, the purchaser shall be obliged to inform the third party debtors of the assignment and to inform them of the assignment. However, we shall not collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed.
4. The processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the purchaser‘s expectant right to the object of sale shall continue to exist in the object. If the object of sale is processed together with other counter-objects not belonging to us, we shall acquire the right of ownership to the object of sale.If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the case of mixing. Insofar as the mixing is carried out in such a way that the item of the purchaser is to be regarded as the main item, it shall be deemed to have been agreed that the co-ownership to us on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for us. As security for the purchaser also assigns such claims to us as are due to him through the claims accruing to him against a third party as a result of the combination of the reserved with a piece of real estate; we accept this assignment already at this point in time. 5. We undertake to release the securities to which we are entitled at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20 %.
§ 9 Warranty and notice of defects as well as recourse/manufacturer‘s recourse
1. Warranty rights of the customer require that the customer has fulfilled his obligations under § 377 of the German Commercial Code (HGB).
2. Claims for defects shall become statute-barred 12 months after delivery of the goods delivered by us to our customer. For claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health, which are based on intent and gross negligence, body and health, which are based on an intentional or negligent breach of duty by the end-user, the statutory limitation period shall apply. Our consent must be obtained before any goods are returned.
3. Parts subject to wear and tear shall be borne by the purchaser. The warranty shall expire if the delivered item is altered or repaired without our prior consent, unless the modification or repair is carried out in an appropriate manner.
4. If, in spite of all the care taken, the goods delivered show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or supply replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time.
5. If the rectification of the defect fails, the purchaser may, at their discretion, demand a reduction in the purchase price or withdraw from the contract. The rectification of defects shall be deemed unsuccessful after the second attempt, unless the nature of the item or defect or other circumstances indicate otherwise.
6. The examination as to whether the ordered item or the service offered by us is suitable for the intended purpose or not lies at the sole responsibility of the customer.
7. Claims for defects shall not exist in the case of only insignificant impairment of usability, in the case of natural wear and tear, as well as in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, or due to special external influences which are not provided for in the contract. If the purchaser or a third party carries out improper repair work or modifications, and the consequences are arising therefrom, there shall also be no claims for defects.
8. Claims of the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded insofar as the expenses are costs increase because the goods delivered by us have subsequently been taken to another the purchaser‘s place of business, unless the transfer is in accordance with the corresponds to their intended use.
9. The customer shall only have a right of recourse against us to the extent that the purchaser has not made any agreements with his customers which go beyond the statutory mandatory claims. For the scope of the purchaser‘s right of recourse against the supplier paragraph 6 shall apply accordingly.
§ 10 Liability
1. We shall only be liable for breach of contractual obligations or for tortious acts if we or our vicarious agents have acted with intent or gross negligence in this respect. Furthermore, we shall be liable in the event of culpable violation of essential contractual obligations (in particular the obligation to deliver free of defects). Liability is otherwise excluded.
2. Insofar as we are liable in accordance with this, liability for slight and grossly negligent acts shall be limited to the typical damage foreseeable at the time of the conclusion of the contract.
3. The above-mentioned limitations of liability shall not apply in the event of injury to life, limb or health attributable to us. Claims under the Product Liability Act and claims due to fraudulent concealment of a defect and due to the guarantee for the quality of the delivery item shall remain unaffected.
§ 11 Liability in the event of design modifications
1. Constructive changes to the delivery item by the customer or a third party commissioned by the customer are not permitted, unless they comply with all safety requirements and our prior written consent has been obtained in advance. For this purpose, comprehensive documentation, including any design drawings, shall be made available to us upon request.
2. On the other hand, if modifications are made to the delivery items without our written consent or if the items are used in ways of application not approved by us and if damage occurs to third parties as a result of these modifications or methods of use, the customer shall be obliged to indemnify us, without being asked to do so, against all claims by third parties on account of such damage.
§ 12 Miscellaneous
1. This contract and all legal relations between the parties are subject to the laws of the Federal Republic of Germany 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 and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
3. All agreements made between the parties for the purpose of the execution of this contract are put in writing in this contract
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