General Terms and Conditions, December 2020 Version
The following terms of sales, delivery and payment form a completion to the current laws on the basis of delivery and performance contracts of PBC Linear Europe GmbH in the following called -supplier-.
The commercial terms of conditions only apply with regard to companies concerning §310 I of BGB (German Civil Code).
Suppliers offers are not binding as long as they are not otherwise specifically described as a fixed price offer. The supplier reserves the right to amend miscalculations and misprints. Delivery and performance contracts come to completion only upon acknowledgement of written order from the supplier. Variations of the terms of the purchaser are only obligatory for the supplier if they have been expressed and confirmed in written form.
Suppliers prices are seen as ex works in Euro plus the current valid legal VAT at the time of order, except if other declarations are made. Packaging, carriage, insurance and other delivery costs are not included and are added onto the invoice. Possibly resulting customs duties and clearance charges carries the purchaser. With a purchase order value under € 150,00 the supplier is entitled to raise a lower-quantity surcharge at a value of € 15,00.
Dispatch is made in the name of and on the invoice of the purchaser. In case of freight-free delivery the danger of the accidental loss is also transfered to the forwarder of the purchaser with disposal of the goods.
The delivery dates stated by the supplier refer to the date of dispatch of the goods. They are valid as observed when, at this time, the goods leave the plant or the purchaser is informed about the readiness of delivery. The agreed delivery deadlines are always valid after clearing up all technical and commercial details. In this respect it is, in principle a matter of non-binding delivery deadlines. Binding delivery times depend only on the delivery time that has been confirmed by the purchaser. If it is necessary for the purchaser to carry out duties that are necessary for producing or delivering the ordered products, then the delivery deadline shall start only after completion of these duties. The purchaser has to grant an appropriate delayed delivery period. The supplier is entitled to delivery by instalments. If the delivery period including the delayed period is not met, then the supplier is liable only for the value of the undelivered part of the delivery, the maximum being negative interest.
Acts of God, labour disputes and similar unforeseeable disruptions not due to the fault lin tec Center GmbH entitle us to withdraw from delivery obligations for the duration of these disruptions. In these cases the purchaser is not entitled to withdraw from the contract and/or claim damages.
Should lin tec Center GmbH come into default of delivery, then the purchaser – as long as he can prove occurred damages – is entitled to claim for each week of delay 0.5%, but in total only a maximum of 5% of the price of the agreed upon delivery amount that is not be delivered due to delay.
Compensation claims of the purchaser due to default of delivery as well as compensation claims instead of delivery, that exceed the aforementioned rates, are always considered invalid, even if the supplier delivers the products after an agreed upon period.
The supplier is not responsible for procurement risks, and therefore is entitled to withdraw from the contract if it does not receive the deliverable materials or the necessary products or tools/services from its supplier(s), even if this has been fixed in a prior purchasing contract or agreement. The liabilities of the supplier with regard to intent or negligence remain untouched according to the general terms of business. In this case, the supplier will inform the purchaser immediately about default of delivery of the agreed upon products. If in such a case the supplier or the buyer wish to withdraw from the contract, then the right to withdraw is exercised immediately.
The supplier is liable for deficiencies that occurred at the time of transfer of risk. Liability does not apply in the case of insignificant deviations of agreed upon composition and/or usefulness, in case of natural wear and tear and damage, and in the case of faulty or negligent handling, excessive use, inadequate means of production or other certain outside influences after transfer of risk, which have not been stipulated by the contract. Insignificant deviations that do not reduce the value or suitability or limit the use of the delivery significantly are exempt from warranty.
The purchaser is required to inspect the delivery when receiving the ordered products. Evident deficiencies have to be reported to the supplier in written form immediately, but by the latest seven days after receiving the products. In case the deficiencies are not reported at all, or not in time or not in the right manner, then warranty does not apply. Other deficiencies have to be reported to the supplier within one week of recognition.
The supplier is entitled to fulfilment measures according to its own choice. This means that it decides if deficiencies have to be eliminated or a new delivery is sent to the purchaser. If the fulfilment measures fail, then the supplier is entitled to exercise repeated fulfillment measures. In the case of repeated fulfilment measures, the supplier again decides if deficiencies are eliminated or a new delivery is sent to the purchaser. Claims of the purchaser concerning additional expenses of the fulfillment measures, especially transport, tool, labor and material costs, are invalid if the delivery products are later distributed to a different location that is not consistent with the purchaser’s location/office. The purchaser is only entitled to waive the contract and/or claim damages if repeated fulfillment measures have failed. Damage claims are only applicable if the supplier is subject to gross negligence or intent. The claims is always limited to negative interest. Claims for consequential damage caused by a defect are excluded, unless caused with intent.
In case the purchaser is a company, a legal person or special fund, then the warranty period is one year after time of transfer of risk.
The supplier is generally not liable for breach of duty that arises from operating performance such as drawings, models, patterns and the like, which have been approved by the purchaser and released as manufacturing documents. The supplier is not liable for the constructive design or the correctness of the reproduced drafts. However, the supplier has the obligation to inform the purchaser – if discernible – about the impossibility of the technical conversion of the drafts. Especially when providing operating performance according to the guidelines of the purchaser, liability for breach of protective rights of third parties is excluded. The supplier has no checking or testing obligations towards the purchaser or the protective rights of third parties. Liability for breach of duty of the supplier is limited to gross negligent or intent breach of duty.
Unless otherwise agreed upon, all invoices of the supplier take effect immediately. In case of exceeding payment date the supplier is entitled to claim default interest that is 8% more than the basic interest rate, whereby proof of higher default damages is possible at any time. Bills of exchange are not accepted, cheques are only accepted on account of performance and with reservation as to credit. Should the purchaser be in default of payment, lin tec Center GmbH is entitled to decline further performance of the contract. In case of a significant risk of payment, lin tec Center GmbH is entitled to demand advance payments or sufficient securities. If the purchaser declines advance payments or securities, lin tec Center GmbH is entitled to withdraw the contract and claim damages. Incoming payments redeem costs, then interest and finally the main claim, regardless of what the regulations of the purchaser stipulates. In case of many demands, the oldest demand is always covered first.
The delivered products remain property of the supplier until all accounts receivable have been settled by the purchaser. In case reservation commodity is processed or manufactured, the supplier is entitled to the (joint) value of the reservation commodity’s value before it was processed or manufactured. An on sale of reservation commodity is only possible by the purchaser in ordinary course of business. In case of an on sale of reservation commodity, the purchaser cedes the claim towards the buyer to the supplier at the time of the sale. In case of an on sale the purchaser agrees to bind the buyer to commit payments directly to the supplier, which arise through the on sale. Exceptions have to be laid out in written form and agreed upon by the supplier and the purchaser. Otherwise, provisions are not permitted, especially assignment of security or pledging. Should the property of the purchaser become subject to enforced proceedings and reservation commodity is affected, then the supplier has to be informed immediately in written form and all necessary information has to be forwarded (enforcement body, reference number), if necessary adding enforcement minutes.
Place of performance is the place where the supplier is based. In case the purchaser is a company, legal person or special fund, the place of performance is also the place where the supplier is based. It applies excluding the German law.The UN-Purchase law is impossible.
The invalidity of one provision of the terms and conditions does not affect the validity of other terms and conditions. Any invalid provisions are to be replaced by a provision that reflects as closely as possible the economic intent of the previous provision. All statements concerning the effectiveness of contracts must be set up in written form also possible per e-mail.