General Terms and Conditions of Business (GT&C)
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.
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.
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.
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
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.
6. Reservation of ownership
The goods shall remain our property until payment of all present and future receivables arising out of our business relationship with the purchaser. This shall also include receivables that are subject to conditions. Should any goods under reservation of title be combined or processed in the sense of Section 950 BGB (German Civil Code) with other material that is not our property, we shall acquire co-ownership in the new goods at a ratio of the value of the goods subject to retention of title, including value-added tax, to the value of the other processed or combined items. The purchaser shall hold the goods for us free of charge. The purchaser is only permitted to process or resell the reserved goods within the normal course of business, for immediate payment or with reservation of the right to ownership, as long as it is not in default. The purchaser shall not be entitled to make any other dispositions, in particular assignment as collateral and pledging. The purchaser hereby assigns to us, out of its receivables arising from the resale of the goods subject to our reservation of title, an amount which corresponds to our invoice price including value-added tax and all ancillary rights. In the event that claims of purchaser arising from the resale are credited to a current account, the purchaser shall here and now transfer to us its claims on its customer arising from the current account. The transfer is carried out in the amount, including value-added tax, which we charged for the resold reserved goods. Until revoked, the purchaser has the right to collect the claims assigned to us. Assignment or pledging of these claims is only permissible with our written approval. Where circumstances arise in relation to the purchaser, which in our view no longer warrant the granting of credit, at our request, the purchaser is to inform the debtors in writing of the assignment, to provide us with all information and make available and send us documentation. For this purpose, the purchaser shall grant us, if necessary, access to its relevant records. If the purchaser should default on a contractual obligation, it will grant us access to the goods at any time and hand them over to us on request. If the value of this security exceeds the amount of our claims by more than 20%, we shall insofar release the security of the purchaser’s choice upon its request. The purchaser shall inform us in writing should third parties gain access to the reserved goods and/or the claims transferred to us and help us in every way in the intervention. The costs for this as well as all expenditures for the maintenance and storage of the goods shall be borne by the purchaser. In the case of default of payment by the purchaser, we shall be entitled to take back the goods subject to retention of title and if necessary to enter the premises of the purchaser for this purpose. Repossessing of the goods shall not constitute withdrawal from the contract. The purchaser shall be obligated to handle the goods sold with care; it shall in particular be obligated at its own expense to take out adequate insurance against fire, leakage and theft damages on the goods at their original value.
7. Warranty, incorrect delivery, returns
If the goods are defective, the following applies: The goods are to be examined upon acceptance. Defects must be reported to us immediately. If defects are not reported immediately following acceptance, later notices of defects which could have been discovered during the agreed type of acceptance shall be excluded. We shall repair defective new goods or replace them with defect-free goods taking into consideration the costs, importance of the defect, and reasonableness for the purchaser. Corrective measures shall, unless otherwise agreed on, be performed at the site in Siegen. Any resulting freight costs for transporting goods to us shall be at the expense of the customer. If the corrective measures are taken at another location and if our transport route and working costs increase because the goods were moved after delivery to a location other than the residence or business premises of the purchaser, the purchaser shall bear the resulting additional costs. If the rectification of defects or replacement delivery fails – after at minimum 3 attempts within the reasonable grace period of at least 1 month set by the purchaser – the purchaser can, in the case of a substantial deficiency, withdraw from the contract or otherwise reduce the purchase price. Defects which cannot be detected instantly shall be asserted within 8 days after discovery and depending on the product at most within 12-24 months after delivery and depending on the respective warranty provisions of the respective manufacturer or supplier. We shall guarantee the remedy or replacement delivery in the same manner as the original delivery; there will be no extension of the original limitation period. Further rights based on defects – in particular contractual or extra-contractual claims to damages not arising from the contractual item itself – are excluded. The above terms and conditions apply correspondingly if an item other than the contractually agreed upon item is delivered. If the purchased item is not defective or the actual defects are not attributable to us, we have the right to charge the purchaser for the costs of inspection and shipping. Return of defect-free and originally packaged items are fundamentally excluded and will not be accepted by us for credit, unless we have granted out prior written consent and charged a process fee of 15% of the value of the goods. The return shipment must reach us free of charge (“free delivery”), in its original packaging and in perfect condition. If the goods are taken back by PFB, the risk is not transferred back to PFB until the moment of acceptance at the plant. Our warranty obligation shall be void if the defects in the delivered goods are attributable to improper handling, normal wear, effects from external devices, improper installation, insufficient maintenance, excessive use, or modifications made to the delivered goods made without our prior written consent. The same applies if the defect results from the carrying out of repairs by personnel not authorized by us and use of accessories and equipment not supplied by us or recommended for usage and if the purchaser does not immediately comply with our request to return any item that is the subject of a complaint.
The purchaser shall give its express agreement to be sent advertising material from the PFB company without prior request. The purchaser can revoke its consent at any time, however.
9. Other claims for compensation
In the absence of wrongful intent or gross negligence on our part, any claims of purchaser against us for damages – irrespective of their legal grounds – shall be excluded.
10. General disclaimer
Our liability shall be limited to the provisions set forth in the foregoing paragraphs. All rights not explicitly granted there, such as the right to withdrawal or to damage claims of any kind – irrespective of their legal grounds, in particular also due to breach of duty, unlawful acts, beginning of contractual negotiations – are excluded. This exclusion of liability shall not apply – to willful acts; – to gross negligence on the part of our legal representatives or other vicarious agents; – in the case of culpable breach of fundamental contractual obligations, if the achievement of the purpose of the contract is jeopardized through this; however, liability is limited to the replacement of the contract typical, predictable damage, provided that one of the aforementioned cases does not apply; – to claims under the German Product Liability Act (Produkthaftungsgesetz).
11. Data privacy
The personal data of the purchaser received in connection with the business transaction will be processed by us or by the companies associated with us strictly in accordance with the legal provisions.
12. Ancillary agreements, place of jurisdiction, applicable law
Ancillary agreements, modifications, and amendments to the contract must be made in writing in order to be valid. Should any of the above provisions be or become in effective – regardless of the legal grounds – the validity of the remaining provisions shall not be affected by this. The place of jurisdiction for all disputes arising from this contractual relationship – including withdrawal – shall be at our discretion Betzdorf, if the purchaser is a general merchant. However, we are also entitled to choose the purchaser’s local court. German law shall apply. Application of United Nations Convention on Contracts for the International Sale of Goods (CISG) and Uniform Law on the International Sale of Goods (ULIS) is excluded.
The European Online Dispute Resolution Platform (“OS Platform”) is available after provisioning by the EU Commission via the portal “Your Europe” (http://europa.eu/youreurope/citizens/index_de.htm).
Printing for Business EDV Vertriebsgesellschaft GmbH Birlenbacher Str. 15E 57078 Siegen Germany
Siegen, December 2022