General Terms and Conditions of Business (GT&C)

Preambel

The following delivery and payment conditions shall apply to the entire business relationship with the purchaser. The purchaser acknowledges them as binding for the present agreement and for all future business transactions. Any deviating agreement shall require our written confirmation. The purchaser waives assertion of its own purchasing conditions. These shall not become a part of the agreement, even as a result of our silence or our delivery. The purchasing conditions of the purchaser are herewith explicitly rejected. They shall not become a part of the agreement even if we do not expressly disagree with them after receipt. Our offers are non-binding unless explicitly agreed on otherwise. Purchasing contracts shall first become valid through written acceptance of the order by PFB. The invoice for the goods delivered shall be considered order confirmation in the case of short-term delivery. We are entitled to assign claims arising from our business relationship.

1. Scope of service

The scope of the contractual obligations arises from our non-binding offers, our order confirmation, or other service descriptions. The purchaser cannot cancel orders confirmed by us unless we have, by way of exception, provided written consent. In this case, we can demand appropriate compensation. Descriptions and illustrations of our products as well as technical specifications are only approximations. We reserve the right to make alterations to our products prior to delivery although the interests of the purchaser may not be adversely affected by this in any unreasonable way.

2. Deliveries

Delivery dates or periods are, unless otherwise agreed on in writing, non-binding; in particular we are not responsible for the duration of transport or its timely arrival at the purchaser’s premises. Agreed delivery periods are only valid under the condition of timely clarification of all details of the order as well as timely fulfilment of all of the purchaser’s obligations, such as provision of the required official certificates, opening of a letter of credit, or provision of a down payment. They refer to the time point of shipping ex works or ex warehouse and shall be considered to have been met as of notification of readiness for shipment in the event that the goods cannot be shipped in time through no fault of ours. If we should be prevented from fulfilling the contract in a timely manner owing to disturbances in procurement, production, or delivery – whether at our facility or our suppliers – and which we cannot avert even by using reasonable diligence depending on the situation in each case, such as war, force majeure, national unrest, forces of nature, accidents, other breakdowns and delays in the delivery of essential raw materials and semi-finished goods, then the delivery period shall be extended by the duration of such hindrance. Should the delivery be impossible or unreasonable for us due to the hindrance, then we can cancel the contract. Strikes and lock-outs shall also in any case be deemed hindrances for which we are not liable pursuant to this section. We will immediately inform the purchaser of the disturbance and the impossibility. In the absence of wrongful intent or gross negligence on our part, any claims of purchaser for damages due to default or non-performance shall be excluded. If the purchaser is in default regarding payments on some earlier delivery or service, we shall be entitled to withhold deliveries without obligation to compensate for any loss caused. The purchaser may only withdraw from the contract if, after expiration of the extended term for delivery, it grants in writing a reasonable grace period of at least two months and at the same time threatens to refuse acceptance after expiration of the extension period. Notice of withdrawal must be provided in writing if we do not perform within the extension period. A right to withdraw from the contract to which the purchaser or we ourselves are entitled shall fundamentally only relate to the part of the contract not yet fulfilled. We are entitled to make partial delivery and to issue partial invoices. If the purchaser is in default in acceptance, we shall have the right to claim for damages incurred to us, including additional expenditures. In this case, the danger of an accidental loss or an accidental deterioration of the good will also pass to the purchaser at that point of time when the purchaser defaults in acceptance.

3. Prices

We calculate the delivered goods at the prices in effect on the date of delivery if no special agreement has been made in this regards. All prices are in EURO and are plus the value added tax valid on day of delivery. All prices are strictly ex-works and include packaging but not freight, postage, and insurance. Special agreements must be made in writing prior to delivery. Should the prices of our suppliers and/or our production costs, freight rates, public charges, salaries, or other costs change between contract completion and delivery and have a direct or indirect impact on our deliveries or services, we are entitled to change our prices accordingly if the customer is a general merchant. If the customer is not a general merchant, Sentence 3 is only valid if a delivery period of more than four months has been agreed on. On request, we will provide the customer with proof of the increased costs.

4. Payment

Our invoices are payable net immediately after the date of invoice date unless other special payment agreements have been made. In the case of a delay in payment, we shall be entitled to calculate an interest rate of 8% above the respective discount rate of the Deutsche Bundesbank, but no less than 10% annually. No payment reminder is necessary for occurrence of default. We reserve the right to decide whether to accept or reject bills and checks on a case-by-case basis. These shall be accepted for the purpose of payment only. The credit shall only be accepted with the customary reservation. For the draft, we charge the standard bank discount and transaction charges. We offer no guarantee for timely collection or protest. In the event that a bill of exchange or check is not cashed on time, or circumstances should arise for purchaser which in our opinion no longer justify the granting of a period of grace, we shall be entitled to declare the entire receivable due immediately – even if bills of exchange or checks have been given for this purpose. Only persons with our written authority to collect payments are entitled to accept payments using our prepared receipt forms. The purchaser may only exercise a right of retention insofar as it is based on claims arising from the same contract. If the purchaser is in arrears with us in regard to any payment obligations, all existing debts immediately become due. Cancellation of the contract is not required to assert rights under retention of title unless the debtor is a consumer. All payments, with the exception of advance payment invoices, shall be made with debt-discharging effect exclusively to VR FACTORING GmbH, Hauptstraße 131-137, 65760 Eschborn, Germany,  to whom we have assigned our present and future claims arising from our business relationship. We have also assigned our property subject to reservation of title to VR FACTORING GmbH. We are entitled to assign claims arising from our business relationship.

For fulfillment of our factoring contract (assignment of our receivables and handover of debtor management), we will forward the following information to the financial service institute VR FACTORING:

– Name and address of our debtors

– Dates of our receivables against debtors (in particular gross amount and due date)

– Where applicable, names of contacts and contact information for our debtors (telephone number, e-mail address) at their premises for reconciliation of accounts receivable

VR Factoring will pass on the company data on debtors to credit agencies and commercial  credit insurers as well as to processors (IT data processing, print service providers, etc.). Further details on data processing can be found in the “Aufklärung Datenschutz” (data privacy policy) of VR Factoring GmbH, which you can view online and download.

Offsetting by the customer with counterclaims is precluded unless they are indisputable or legally binding. The assertion of a right of retention by the purchaser is also precluded unless it is based on the same contractual conditions or the counterclaims are undisputed or declared to have legal force.

5. Transfer of risk

The risk is transferred to the buyer as soon as the goods leave the factory or the warehouse, even in the case of partial deliveries or when PFB has assumed responsibility for other services, such as shipping costs. If shipment of the goods is delayed at the request of the purchaser or for reasons for which the purchaser is responsible, the risk for the period of delay passes to the purchaser. All shipments, including any returns, shall travel at the risk of purchaser. We shall have the choice of the means of transport and the transport route. We shall designate the forwarding agent and/or the carrier.