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Terms of Service

Terms of sale, delivery and payment

Stand 11/2018

For use against:

  1. a person who, on entering into the contract, is in the course of his commercial or self-employed professional activity (entrepreneur);
  2. legal entity under public law or a special fund under public law.
1. General
  1. All deliveries and services are subject to these conditions as well as any separate contractual agreements. Deviating purchasing conditions of the purchaser are not included in the contract even if the order is accepted. Unless otherwise agreed, a contract is concluded upon written confirmation of the order by the supplier.
  2. The supplier reserves the right to samples, cost estimates, drawings and the like. §. Information of physical and intangible nature - including in electronic form - proprietary rights and copyrights; they may not be made accessible to third parties. The supplier undertakes to make information and documents designated as confidential by the customer accessible to third parties only with its written consent
2. Price and payment
  1. Unless otherwise agreed, the prices are ex-works, including loading at the factory, but excluding packaging and unloading. Added to the prices is the value added tax in the respective statutory amount.
  2. For orders with a purchase value of € 100.00, the supplier charges a minimum quantity surcharge of € 10.00.
  3. Invoices are payable in €: within 8 days of the invoice date with 2% discount or within 30 days net.
  4. The right to withhold payments or offset against counterclaims is only granted to the customer to the extent that his counterclaims are undisputed or legally established.
  5. In case of default of payment, the supplier is entitled to charge default interest in the amount of 8% above the base interest rate. Further deliveries are then made by prepayment.
3. Delivery time, delivery delay
  1. The delivery time results from the agreements of the contracting parties. Your compliance by us as a supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and the customer has fulfilled all obligations incumbent upon him, such as The required official certificates or approvals or the performance of a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if we as a supplier are responsible for the delay.
  2. If there are open invoices that are unjustifiably retained by the purchaser, the supplier is not obligated to any further delivery until these outstanding invoice amounts have been paid by the purchaser or security is provided.
  3. The observance of the delivery period is subject to the correct and timely self-delivery. The supplier shall inform the customer as soon as possible of any delays.
  4. The delivery deadline is met if the delivery item has left the supplier's works until its expiry date or readiness for shipment has been notified. Insofar as an acceptance has to be made, the acceptance date shall be decisive, except in the case of a legitimate refusal of acceptance, or in the alternative the declaration of readiness for acceptance.
  5. If the non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the control of the supplier, the delivery time shall be extended accordingly. The supplier shall inform the customer of the beginning and end of such circumstances as soon as possible.
  6. If the shipment is delayed at the request of the customer, the supplier is entitled after a reasonable period of time to dispose of the object of delivery otherwise and to supply the customer with a correspondingly reasonable, extended period. If the orderer does not accept the delivery item from the day of notification of readiness for dispatch or acceptance, the supplier may charge the costs incurred as a result of the delay.
  7. The customer may rescind the contract without setting a deadline if the supplier is finally unable to pay the entire amount due before the transfer of risk. In addition, the purchaser may withdraw from the contract if the execution of part of the delivery becomes impossible with an order and he has a legitimate interest in refusing the partial delivery. If this is not the case, the customer has to pay the contract price for partial delivery. The same applies in case of inability of the supplier. For the rest, Section IX.2 applies. If the impossibility or inability occurs during the default of acceptance or if the customer is solely or largely responsible for these circumstances, he remains liable for the consideration.
  8. If the supplier is in default and the buyer here-from damage, he is entitled to demand a lump-sum compensation. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which, as a result of the delay, can not be used on time or in accordance with the contract. If the purchaser sets the supplier an appropriate deadline for performance after the due date, taking the statutory exceptions into consideration, and if the deadline is not met, the purchaser is entitled to withdraw within the framework of the statutory provisions. He undertakes, at the request of the supplier, to declare within a reasonable period of time whether he exercises his right of withdrawal. Further claims arising from default of delivery are exclusively determined in accordance with Section IX. 2. of these conditions.
4. Transfer of risk, acceptance
  1. The risk passes to the purchaser if the delivery item has left the factory, even if partial deliveries are made or if the supplier has other services, eg. B. has taken over the shipping or delivery and installation. Insofar as an acceptance has to be made, this shall be decisive for the transfer of risk; it must be carried out immediately on the acceptance date or, alternatively, after the supplier's notification of readiness for acceptance. The purchaser may not refuse acceptance if there is a material defect.
  2. If the shipment or acceptance is delayed or omitted as a result of circumstances beyond the control of the supplier, the risk shall pass to the customer from the date of notification of readiness for dispatch or acceptance. The Supplier undertakes to conclude the insurance required by the Purchaser at the expense of the Purchaser.
  3. Partial deliveries are permitted, insofar as reasonable for the customer.
5. Packaging
  1. Insofar as the distributor is obliged under the Packaging Ordinance of 21.08.1998 to take back the transport packaging, the orderer bears the costs for the return transport and the utilization of the packaging used.
6. Retention of title
  1. The supplier reserves the ownership of the delivery item until the receipt of all payments - also for any additionally owed ancillary services - from the delivery contract.
  2. The customer may neither sell the delivery item, nor assign it as security. In the event of seizures, seizures or other dispositions by third parties, he must immediately inform the supplier.
  3. In the event of breach of contract by the purchaser, in particular default in payment, the supplier is entitled to take back the delivery item after a reminder and the purchaser is obliged to surrender it.
  4. Due to the retention of title, the supplier can only demand the delivery item if he has withdrawn from the contract.
  5. The application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.
7. Claims for defects

For material and legal defects of the delivery, the supplier shall make exclusive claims - subject to Section IX. - Guarantee as follows:

Defects:

  1. In the event of damage in transit, the recipient of the goods has the obligation to report this damage to the carrier and to list it in the bill of lading.
  2. All parts shall be repaired free of charge or replaced free of charge at the discretion of the supplier, which shall prove to be defective as a result of a circumstance prior to the transfer of risk. The determination of such defects must be reported to the supplier immediately in writing. Replaced parts become the property of the Supplier.
  3. In order to carry out all subsequent improvements and replacement deliveries deemed necessary by the Supplier, the Purchaser shall, after agreement with the Supplier, give the necessary time and opportunity; otherwise, the supplier is released from liability for the resulting consequences. The customer has the right to have the defect rectified itself or by a third party and to demand compensation from the supplier for the necessary expenses, only in urgent cases of endangering operational safety or preventing disproportionately large damages, whereby the supplier must be notified immediately ,
  4. Of the direct costs resulting from the repair or replacement delivery, the supplier shall bear the costs of the replacement part, including the shipment, insofar as the complaint proves to be justified. He shall also bear the costs of removal and installation as well as the costs of any necessary provision of the necessary mechanics and auxiliary staff, including travel expenses, insofar as this does not result in disproportionate encumbrances on the Supplier.
  5. Within the scope of the statutory provisions, the purchaser has the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for the repair or replacement due to a material defect to elapse fruitlessly. If there is only an insignificant defect, the purchaser is only entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded. Further claims are governed exclusively by Section IX.2. of these conditions.
  6. No liability is assumed in particular in the following cases: Inappropriate or improper use, faulty installation or commissioning by the customer or third parties, natural wear, faulty or negligent treatment, improper maintenance, unsuitable equipment, defective construction, unsuitable ground, chemical, electrochemical or electrical influences, unless they are the responsibility of the supplier.
  7. If the customer or a third party improperly improperly, there is no liability of the supplier for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.

Defects in title:

  1. If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the supplier will at its own expense procure the right to further use the purchaser or modify the delivery item for the purchaser in a reasonable manner in such a way that the infringement of property rights no longer exists. If this is not possible on economically reasonable terms or within a reasonable period, the customer is entitled to withdraw from the contract. Under the aforementioned conditions, the supplier is also entitled to withdraw from the contract. In addition, the supplier shall exempt the purchaser from undisputed or legally established claims of the relevant property rights holder.
  2. The in Section VIII.8. Supplier's obligations are subject to Section IX. 2. in case of breach of copyright or copyright. They only exist if
    • the purchaser informs the supplier immediately of asserted protective or copyright infringements,
    • the ordering party assists the supplier to a reasonable extent in the defense of the asserted claims or the supplier to carry out the modification measures in accordance with Section VIII.8. allows
    • the supplier is provided with all defensive measures including out-of-court regulations,
    • the defect of title is not based on an instruction of the customer and
    • the infringement of rights was not caused by the purchaser having arbitrarily changed the delivery item or used it in a non-contractual manner.
8. Liability, disclaimer
  1. If the delivery item is not used by the orderer due to negligence of the supplier as a result of failure or incorrect execution, suggestions and deliberations made before or after the conclusion of the contract, or due to culpable breach of other contractual secondary obligations - especially instructions for operation and maintenance of the delivery item to the exclusion of further claims of the customer, the provisions of Sections VIII. and IX.2 shall apply. corresponding.
  2. For damages, which did not originate from the delivery item itself, the supplier is liable - for whatever legal reasons - only
    • at will,
    • in case of gross negligence on the part of the owner (s) or executive officer,
    • culpable injury to life, body, health,
    • in the case of defects that he fraudulently concealed
    • or as part of a guarantee commitment,
    • in the case of defects of the delivery item, as far as according to product liability law for personal injury or property damage to privately used objects is liable. In case of culpable breach of essential contractual obligations, the supplier is liable, even in case of gross negligence of non-executive employees and in case of slight negligence, in the latter case limited to the contractually typical, reasonably foreseeable damage. Further claims are excluded.
9. Limitation
  1. All claims of the customer - for whatever legal reason - expire in 12 months. For claims for damages under Section IX2. a - f the legal deadlines apply. They also apply to defects in a structure or to delivery items that have been used for a structure in accordance with their customary use and have caused its defectiveness.
10. Use of software
  1. If software is included in the scope of delivery, the purchaser is granted a non-exclusive right to use the supplied software including its documentation. It is left for use on the intended delivery item. Use of the software on more than one system is prohibited. The customer may reproduce, revise, translate or convert the object code into the source code only to the extent permitted by law (§§ 69 a ff. UrhG). The purchaser undertakes not to remove manufacturer information, in particular copyright notices, or to modify it without the prior express consent of the supplier. All other rights to the software and the documentation including the copies remain with the supplier or the software supplier. Sublicensing is not permitted.
11. Data protection
  1. In accordance with the regulations of the DSGVO and the BDSG, the data resulting from our contractual relationship are stored and / or transmitted. You have the right to information, data portability, opposition, rectification and deletion insofar as no legal provisions preclude this.
  2. You can reach our data protection officer unterdatenschutz@datenschutz-zoellner.de. You also have a right of appeal to the supervisory authority. Incidentally, our privacy policy applies, which you can access at https://www.panhans.de/datenschutz.
12. Applicable law, jurisdiction
  1. For all legal relationships between the supplier and the buyer, the law of the Federal Republic of Germany, which governs the legal relationships between domestic parties, applies exclusively.
  2. Place of jurisdiction is the court responsible for the location of the supplier. However, the supplier is entitled to bring an action at the customer's headquarters.

Our conditions of sale, delivery and payment - as of 11/2018 - are based on the VDMA conditions for the delivery of machines for domestic business and have been supplemented by further add-ons. With the appearance of these terms and conditions all previously published issues lose their validity.

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