Terms and Conditions of Sale
§ 1 Scope of application
(1) Our terms and conditions of sale apply only to businessmen and companies, legal persons under public law and special public funds governed by public law within the meaning of section 310 (1) BGB (GermanCivil Code).
(2) Only our terms and conditions of sale apply. Conditions of the customer which conflict with or differ from our conditions will not be recognised. VOB regulations (Regulations governing allocation and contracts in relation to building services) shall not become a component of the contract. The invalidity of individual provisions does not affect the validity of the remaining provisions.
(3) Our terms and conditions of sale also apply to all future delivery agreements
with the customer even if they have not again been separately agreed upon.
§ 2 Offer and acceptance
(1) Our offers are without engagement expect if expressly designated otherwise or if other-wise expressly agreed upon.
(2) Orders received by us are binding offers. The customer is bound by his order for 2 weeks. Our binding offers can only be accepted by the customer within 2 weeks.
(3) In addition, the following applies to online orders via our website (http://www.psi-products.de/): by clicking the “order" button, the customer makes a binding declaration to us that he/she wishes to purchase the contents of the shopping basket. The contract arises when we confirm the order and this confirmation is received by the customer or can be retrieved by the customer on our website.
§ 3 Price and payment
(1) Our prices are ex works. Prices are determined according to our general price list applicable on the day of delivery. The costs of packaging and dispatch are borne by the customer. Value-added tax is additional to the prices. Insofar as value-added tax, freight and customs duties are included in the price, increases may be passed on to the customer. Should cost increases for raw materials, supplies or wages arise, we are entitled to pass these on to the customer, except where we are responsible for such cost increases.
(2) Our invoices are payable in euros within 30 days without any deduction. In the case of payment within 14 days of receipt of the invoice we grant 2% cash discount. The customer is required to pay all prices agreed in euros, any revaluations or devaluations of the euro vis-à-vis other currencies not withstanding. Cheques are only considered as payment after the cheque has been cashed. If the agreed time allowed for payment is exceeded, we are entitled to demand interest of 8 percentage points above the relevant base interest rate within the meaning of section 288 BGB (German Civil Code), also in cases where the customer is not in performance delay. The assertion of additional damages due to delay in performance shall remain unaffected.
(3) The customer is not entitled to assert any rights to refuse performance or rights of setoff on the basis of counterclaims. This does not apply to undisputed or legally established coun-terclaims.
§ 4 Delivery
(1) Place of performance is our place of business. Risk passes to the customer at the time of delivery to the carrier; in the event of delay in accepting the delivery of goods, at the time of readiness to deliver. In the event of delay in accepting the delivery of goods, the customer is required to bear the costs of storing and maintaining the delivery item. Dur-ing delay in accepting the delivery of goods we are only responsible for intent or gross negligence, § 6 of these terms and conditions notwithstanding.
(2) Delivery times or times of performance that we have indicated are always approximated, except if it otherwise expressly agreed upon. If a shipment of goods has been agreed upon, delivery time or time of performance shall refer to the point in time when the goods are handed over to the carrier, to the forwarding agent or to the third party otherwise commissioned to carry out the transport.
(3) Part deliveries are permitted, if such delivery is usable for the customer as per the intended purpose of the contract, if the delivery of the remaining items is secured and if such delivery is not connected with any additional expenses for the costumer. The delivery obligation is deemed to have been fulfilled
in an orderly fashion if the delivery is within the industry and trade quality and volume tolerance limits. Compliance with our obligation to deliver presupposes the fulfilment of the customer’s contractual duties in a timely and orderly fashion. Our obligation to deliver is subject to the reservation that our own delivery is received on time. In case of impossibility of performance or in case of a delay in delivery due to acts of God or similar events, in particular such as mobilisation, war, plant interruption or industrial conflict, we shall not be held liable. This does not ap-ply if we are responsible for the plant interruption or industrial conflict within the meaning of § 6 of these terms and conditions.
§ 5 Reservation of ownership
(1) We reserve ownership of the delivery item until complete payment of the purchase price including all incidental expenses has been received. The reservation of ownership also extends to the recognised balance due, insofar as we post receivables from the cus-tomer to current account (current account reservation). The reservation of ownership also extends to any existing and future receivables which may arise from business rela-tions with the customer.
(2) We may rescind the contract if the customer is in delay of payment. In the event of attachment or other intervention by third parties, the customer is required to notify us without delay. The costs of third-party opposition proceedings are borne by the cus-tomer.
(3) The customer is entitled to sell the goods onwards in the proper course of business. He hereby and herewith assigns to us all claims (including valueadded tax) against third parties which may accrue to him from the resale, regardless of whether the delivery items were resold with or without further processing. The assignment also includes the balance of receivables from the customer’s purchasers at the end of an accounting pe-riod, insofar as the customer registers the receivables within a current account relation-ship with his purchaser. The customer is empowered to collect the receivables thus as-signed to us.
(4) Any processing or remodelling of the delivery item is undertaken on our behalf. If the delivery item is processed together with other items not belonging to us, we acquire joint ownership in the new corporeal thing in proportion of the value of the delivery item to the other processed items at the time of processing. In addition, the same applies to the thing which came into existence through processing as to items subject to reservation of ownership. Should we not acquire ownership pursuant to these regulations the
customer hereby already transfers to us his future ownership / joint-ownership in the new corpo-real thing as a security.
(5) If the delivery item is inseparably joined or commingled with other items, we acquire joint ownership in the new corporeal thing in proportion of the value of the delivery item to the other joined or commingled items at the time of joining or commingling. In the event that the customer’s corporeal thing is considered to be the principal thing, it is deemed to be agreed that the customer transfers joint ownership to us.
(6) If the value of the collateral exceeds 150% of outstanding receivables, the customer is entitled to release.
§ 6 Legal liability
(1) We are liable without limit for breach of contract in the event of own gross fault or that of management employees.
(2) We are liable up to the limit of compensation for typically foreseeable damage:
(a) in the event of any culpable breach of main contractual obligations,
(b) in the event of any culpable injury to life, body or health,
(c) apart from (a) and (b) for the gross fault of ordinary vicarious agents.
(3) All further liability is excluded. Liability for intent remains unaffected by § 6; the same applies to compulsory liability under the Product Liability Act.
(4) Sub-sections 1-3 apply to liability in tort analogously.
(5) As far as we render technical information or counselling services, and such information or services are not part of our contractual duties, such information or services are rendered free of charge and shall be exempt from any liability.
§ 7 Warranty
(1) The customer can only assert claims based on a defect in the goods delivered by us if he notifies us of the defect in writing without delay. In the case of a hidden defect, the customer is required to notify us of the defect in wri
(2) The delivery is free of defects if it is within the industry and trade quality and measurement tolerance limits. The customer shall on his own authority inspect whether the delivered goods are suitable for the intended purpose.
(3) In the event of a defect, we are in the first instance entitled to correct the defect or to make substitute delivery. If the rectification or substitute delivery fails, the customer has the right of cancellation or rescission of the contract, to the extent that this is provided for by law. Claims for compensation for damages remain unaffected by this provision.
(4) A quality or durability guarantee only arises when such guarantee has been expressly agreed in writing. The description of our goods does not establish any such guarantee; this applies in particular also to information on our website.
(5) The limitation period for claims for defects is twelve months from the passage of risk. This limitation does not apply insofar as section 438 (2) no.2 and section 634a (1) BGB prescribe longer periods. It also does not apply in cases of at least negligently caused injury to life, body or health and in cases of intentional or grossly negligent breach of obligation.
(6) The warranty shall expire if the customer alters the delivered goods or has them altered by a third party without our consent and if the correction of the defect is rendered impossible or unreasonably difficult hereby. In either case the customer shall bear the additional costs for the correction of the defect
resulting from such alteration.
(7) If, in individual cases, a delivery of used goods is agreed with the customer, such delivery shall not be subject to any warranty for material defects.
§ 8 Customer’s inability to pay
If considerable doubts as to the creditworthiness of the customer exist, we are - following a request for simultaneous performance – entitled to rescind the contract or to require collateral in the amount of the receivables still outstanding. Considerable doubts as to the creditworthiness of the customer exist in particular when the latter is in arrears of prior payment commitments by more than 4 weeks.
§ 9Choice of law, place of jurisdiction
This agreement shall be governed by German law. UN law relating to sale is not applicable. Place of jurisdiction is our principal place of business; we are however entitled to bring action against the customer at his place of residence or place of business.
Version 07/2010
Disclaimer: This is a translation of the original German document. In the event of a dispute, the original German document will apply.
