GENERAL TERMS AND CONDITIONS
for deliveries of goods to customers with registered domicile outside the Federal Republic of Germany of Pressluft Klefinghaus GmbH hereinafter referred to as PK.
Status: October 2020
Any and all delivery contracts with customers who have their registered office outside the Federal Republic of Germany shall be subject to the UN Convention on Contracts for the International Sale of Goods (UN Sales Convention) unless altered or amended by the following clauses. Purchase conditions of the customer shall not apply.
PK's quotations are binding, unless expressly described as non-binding. We reserve the right to make technical changes within the scope of what is reasonable, as well as to adapt our products to a future standardization.
2. Conclusion of Contract
By ordering goods following a previous quotation from PK, the customer accepts PK's contract offer.
If the customer orders goods without a previous offer from PK, he thereby declares with binding effect that he wishes to purchase the ordered goods (contract offer).
PK is entitled to accept this contract offer within two weeks from the day of its receipt. The acceptance can be made either expressly in writing or text form or by shipping the ordered goods.
The conclusion of the contract is subject to the proviso that PK's suppliers supply PK correctly and in good time. This shall only apply in the event that PK is not liable for non-delivery. PK shall not be liable for non-delivery in the event of the conclusion of a congruent covering transaction in accordance with the order.
3. special regulation on conclusion of contract in our internet store
3.1 The customer may select products from our program and place them in an electronic shopping cart. By clicking on the button "order subject to payment", the customer submits a binding offer to purchase the goods in the shopping cart. Before sending the order, the customer can view and change it at any time. He also has the possibility to view and call up these GTC before pressing the button "order liable to pay". We will then send the customer an automatic confirmation of receipt by e-mail, in which the customer's order is listed again. The automatic confirmation of receipt merely documents that the customer's order has been received by us and does not constitute an acceptance of the order. The contract is not concluded until we have submitted the declaration of acceptance, which is sent with a separate e-mail (order confirmation). In this e-mail or in a separate e-mail, but no later than upon delivery of the goods, the contract text stored by us (consisting of order, terms and conditions and order confirmation) is sent to the customer by us on a permanent data carrier (e-mail or paper printout) (contract confirmation). It can later be retrieved by the customer in his customer account, if such an account has been created by the customer.
3.2 The language of the contract is German or English.
3.3 The text of the contract (consisting of order, general terms and conditions and order confirmation) is stored by us and sent to the customer by e-mail with the notification of acceptance
Delivery shall be made EXW Lüdenscheid in accordance with Incoterms 2020.
Title to the contract goods shall not pass to the customer until these have been paid for in full.
Unless otherwise agreed, payments shall be made in Euro. If the customer defaults on payment, he shall pay interest from the due date at a rate of 9 % above the respective prime rate in accordance with § 247 German Civil Code (BGB) and shall also bear the costs of collection, in particular, but without limitation, lawyers' fees and court costs.
7. Use of our Products, Application Examples, Specialized Planning Services
7.1 PK products and their accessories are intended for use in commercial and industrial equipment construction for commercial and industrial purposes. Our products are intended for use by companies and personnel who are familiar with the approved rules of technology, especially in the field of work safety and who are familiar with the relevant DIN standards, guidelines of guilds and trade associations.
7.2 All documents issued by PK in general, which relate to the combination, assembly, arrangement and processing of our products, as well as reports on combinations and systems already implemented, only represent application proposals without binding technical statements for individual cases. Whenever such documents are used, the customer must always critically examine for himself whether the suggestions made are suitable and appropriate in every respect for his particular case, since the large number of installation and application cases occurring in practice cannot be covered by such documents. In case of doubt, the customer should request our technical support for his application.
7.3 If binding information is required from the customer, in particular with regard to problems of building physics, such as statics, fastening, heat, moisture, fire or sound insulation etc., commercial consulting firms, specialist planners or experts must be commissioned. Such specialized planning and services are not subject matter of our offers and the purchase contract, unless a written agreement is expressly made for this purpose.
7.4 The documents provided by the customer prior to the conclusion of the contract, such as drawings, specifications, materials, samples, tools, models and the like shall remain the property of the customer. These are binding basis for the preparation and elaboration of the quotation of PK. The customer shall expressly draw PK's attention to any subsequent changes to the documents and requirements submitted to PK and on which PK's quotation is based when placing orders.
8. warranty, lack of conformity of the delivery
8.1 Unless amended or supplemented below, the Customer shall have the legal warranty rights in accordance with the UN Convention on Contracts for the International Sale of Goods and under the conditions stipulated therein.
8.2 Delivered goods must be inspected immediately. Any complaint about the lack of conformity of the goods shall be raised immediately. In any case, a preclusive period of 6 months from receipt of the goods shall apply to the notice of non-conformity even in the case of hidden defects.
8.3 All claims of the customer for non-conformity of the goods shall become time-barred after 6 months, beginning with the day of the timely notification of defects according to the above item 8.2.
8.4 If the goods are not in conformity with the contract, we shall have the right, notwithstanding Art. 46 of the Convention, to deliver a replacement instead of repair. In this case, the customer shall make the goods which are not in conformity with the contract available to us at our expense.
8.5 We shall only be liable to pay damages for non-conformity of the goods if we are at fault with regard to this non-conformity. The amount of the claim for damages is limited to € 25,000.00. This shall not apply in the case of intent or in the case of injury to health or life.
8.6 If the technical data sheets or installation instructions issued by PK are not followed or if changes are made to the products, the warranty and liability for defects shall lapse.
8.7 The warranty does not cover defects in the end products manufactured by the customer himself using our products. Furthermore, our warranty does not cover the use of unsuitable equipment, incorrect system design that is not based on our advice and non-observance of the operating instructions.
8.8 Items 8.6 and 8.7 hereinbefore do not apply if the customer can prove that the notified defect is not based on these circumstances.
9. software use
9.1 If the delivered product requires software of any kind from PK or its suppliers, the customer shall be granted a non-exclusive, non-transferable and unlimited right of use for a specific hardware product or a hardware product to be determined in individual cases. PK or its supplier shall remain the owner of the copyright and all other industrial property rights. The right to make copies is only given for the purpose of data security. Copyright notices may not be removed. This regulation also applies mutatis mutandis to documentation supplied by PK with the provision that the binding to a hardware device is not applicable.
9.2 PK supplies installation and commissioning instructions with corresponding safety instructions for software in printed form. All other documentation is supplied only in the form of software data with online help. When new software releases are delivered, the corresponding online documentation is also sent.
9.3 The transfer to third parties shall in any case require the consent of PK. If software is transferred for the purpose of resale, acceptance of these conditions by the third party must be provided. Changes are not permitted.
9.4 In case of violation of these terms and conditions, the customer shall pay a contractual penalty. We shall determine the contractual penalty at our reasonable discretion, taking into account the damage potential of the breach of contract to be sanctioned. The contractual penalty shall amount to a maximum of 10 times the contractual remuneration without value-added tax and shall be subject to judicial control in the event of a dispute about its appropriateness. This contractual penalty shall be offset against any claim for damages.
9.5 The above provisions shall not apply to software developed exclusively for a specific customer on the basis of specifications provided by the customer.
10. Delivery Dates and Periods
10.1 Delivery dates or periods shall be agreed upon at least in text form. Delivery periods shall commence on the day on which the agreement is concluded. They shall not commence until all details of execution have been fully clarified. If delivery according to the customer's planning documents has been agreed, the delivery periods shall not commence before the complete planning documents have been handed over.
10.2 Compliance with the delivery periods presupposes the fulfilment of the contractual obligations and duties of the customer.
10.3 Not only temporary delays in delivery and performance due to force majeure and due to events beyond our control, which make the delivery considerably more difficult or impossible for us (this includes strikes, lock-outs, epidemics, associated orders, etc.), even if they occur at our suppliers or their suppliers, do not fall under our responsibility, even if binding deadlines and dates have been agreed.
These circumstances entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
10.4 If the hindrance lasts longer than 2 calendar months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this.
11. Data Protection
12. Secrecy Obligation
Like us, the customer is obliged to treat as a trade secret all commercial and technical details which are not in the public domain and which become known to each other during the business relationship. Drawings, models, templates, samples and similar items may not be made available or otherwise made accessible to third parties. The reproduction of such objects is only permitted within the scope of the operational requirements and the copyright provisions.
13. Severance clause
The invalidity of individual clauses does not affect the legal validity of the contract in general.
14. Place of jurisdiction, choice of law, language
14.1 The place of jurisdiction for all disputes arising out of or in connection with the contract shall be the competent court having jurisdiction over the subject matter and location of our registered office; however, we shall also be entitled to sue the Customer at his general place of jurisdiction.
14.2 The contract and all claims arising out of or in connection with the contract shall be subject to the UN Convention on Contracts for the International Sale of Goods and, if this does not contain any provisions, to German law. The use of the English language for these General Terms and Conditions is only for the better understanding of the customer. In particular, the use of the English language does not imply the use of English legal terms.