General Terms and Conditions of the Company Peter Martin GmbH & Co KG
The following terms and conditions apply to all our – also future – deliveries to and installations for entrepreneurs in the sense of § 14 BGB (German Civil Code). Deviating conditions of the customer shall only become part of the contract with our consent in text form.
2 Offers and conclusion of contract
2.1 Our offers are – unless otherwise stated – subject to change and non-binding. Drawings, illustrations, dimensions, weights and other data are only binding if this is expressly agreed.
2.2 We retain ownership and copyright of samples, offers, drawings and similar information – also in electronic form; they may neither be used nor made accessible to third parties without our consent.
2.3 Orders received by us or accepted by our representatives shall only be binding for us upon our order confirmation in text form; this confirmation shall be decisive for the content of the contract.
3.1 Unless otherwise stated, we shall be bound by the prices quoted by us for 30 days from the date of the offer.
3.2 Our prices are quoted ex warehouse, excluding packaging and plus VAT. the statutory value added tax applicable at the time of delivery.
4.1 Our invoices are payable within 14 days of receipt. Discount deduction requires agreement.
4.2 Cheques or bills of exchange will not be accepted.
4.3 Even without a reminder, the customer shall be in default of payment at the latest 30 days after receipt of our invoice; if the receipt of our invoice is uncertain, the customer shall be in default of payment at the latest 30 days after the due date and receipt of our contractual performance. 4.4 If the payment deadline is exceeded, we shall be entitled to charge commercial interest on the due date at a rate of five percentage points. If the customer is in default of payment, he shall owe default interest in the amount of nine percentage points above the respective base interest rate of § 247 BGB (German Civil Code), as well as EUR 40.00 lump sum for damages caused by default.
4.5 Offsetting is only permissible with undisputed counterclaims of the purchaser which have been acknowledged by us or which have become res judicata.
5. delivery time
5.1 The agreement of binding delivery periods or dates requires our confirmation in text form.
5.2 Unless otherwise specified, agreed delivery periods shall commence on the date of our order confirmation.
5.3 Should we be in default with a delivery in whole or in part, the customer shall be entitled to withdraw from the contract with regard to the unfulfilled part after the fruitless expiry of a grace period of at least two weeks. The purchaser can only claim damages in accordance with para. 9 of these terms and conditions.
5.4 Unless otherwise agreed, we shall be entitled to make partial deliveries.
5.5 Force majeure and operational disruptions, in particular warlike events, strikes and lockouts at our company or at one of our suppliers, shortages of raw materials, decrees of governmental authorities or the lack of official or other permits required for the execution of the delivery shall release us from the obligation to perform for the duration of the disruption and to the extent of its effect, unless the disruption was caused by us through gross negligence or intent. The same shall apply if the aforementioned circumstances occur at one of our upstream suppliers.
6 Transfer of risk, excess or short deliveries
6.1 Irrespective of the type of transport and the payment of the transport costs, the goods shall always be transported at the risk of the customer.
6.2 In the case of special deliveries, we are entitled to make reasonable over- or under-deliveries and to invoice accordingly.
7.1 We shall determine the number and composition of the assembly personnel at our own discretion. We provide our personnel with the hand tools and vulcanizing equipment required for assembly. The customer shall be obliged to provide further aids, equipment and auxiliary personnel for the assembly, if required. 7.2 For assembly, we use raw materials and materials supplied by us, which are charged at the prices valid at the time. If the customer provides material, we shall not be liable for its suitability and quality.
7.3 Unless otherwise agreed, information on the duration of installation work is non-binding; the customer shall, if necessary, inform us of the duration of the installation work. to ensure that our personnel can also work for him beyond the regular working hours.
7.4 Each installation shall be accepted by the Purchaser or its representative after completion. A corresponding acceptance confirmation shall be issued to our representative. The Purchaser may only refuse acceptance if the installation has not yet been completed or if it has significant defects.
7.5 Assembly costs are generally charged according to the time spent. The customer shall also bear the costs for the dispatch of the assembly personnel. Our work reports with the hours worked are to be signed off daily by the customer or his representative. Invoices for installation services are payable within 14 days without deduction. We are entitled to issue partial invoices on a weekly basis.
8. performance problems
8.1 If our contractual performance is defective, the customer may claim subsequent performance within a reasonable period of time. At our discretion, subsequent performance may be effected by repair or replacement delivery. After two unsuccessful attempts at subsequent performance, the customer shall be entitled to withdraw from the contract. The purchaser may only claim damages under the conditions set out in para. 9 of these terms and conditions.
8.2 Defects in our contractual performance must be notified to us in text form without delay, but no later than 14 days after receipt of the goods or after completion of the installation. Defects which cannot be discovered within this period even after careful inspection shall be notified to us in text form immediately after discovery.
8.3 If the goods delivered by us have already been forwarded to an end consumer, the customer shall in principle only be entitled to assert those claims for defects against us which his customer has asserted against him. Furthermore, the customer shall not be entitled to withdraw from the contract if he had to take back the goods delivered by us because he had not properly fulfilled his obligation of subsequent performance, in particular because he had allowed a deadline set for him for subsequent performance to expire fruitlessly.
8.4 Claims of the customer due to material defects of our contractual performance shall become statute-barred 12 months after receipt of the goods or acceptance of the installation. § 479 para. 2 and 3 BGB remain unaffected.
Claims for damages by the purchaser due to breach of duty, untimely fulfilment of the contract or defective performance of our contract are excluded, unless we, our legal representatives or our vicarious agents are guilty of intent or gross negligence. Claims for damages due to injury to life, body or health, which are based on a negligent or intentional breach of duty on our part, on the part of our legal representatives or our vicarious agents, as well as claims for damages according to the Product Liability Act, remain unaffected.
10. retention of title
10.1 The goods delivered by us shall remain our property until all our outstanding claims arising from the business relationship with the customer have been settled. In the event that the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the delivered goods in whole or in part. The taking back of the delivered goods by us does not constitute a withdrawal from the contract, unless we have expressly declared this in text form. The seizure by us of the goods delivered by us shall always constitute a withdrawal from the contract. After taking back the goods delivered by us, we shall be entitled to realise them; the proceeds of realisation shall be deducted from the liabilities of the customer. reasonable realisation costs.
10.2 The customer is obliged to treat the goods delivered by us with care and to insure them at his own expense against fire, water and theft damage at their replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
10.3 In the event of seizure of the goods delivered by us or in the event of other interventions by third parties in our reserved property, the customer must notify us immediately in text form so that we can file a third-party action. Insofar as the third party is not in a position to reimburse the costs of legal action incurred by us in this respect, the customer shall be liable for the loss incurred by us.
10.4 The customer shall be entitled to resell the goods delivered by us in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the gross amount invoiced by us (including value added tax) accruing to him from the resale against customers or third parties, irrespective of whether the delivered items have been resold without or after processing. The purchaser remains authorised to collect these claims even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations towards us. If the customer is in default of payment or has filed for insolvency, we may demand that the customer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs its debtors of the assignment.
10.5 The processing or transformation of the goods delivered by us by the customer is always carried out for us. If delivered items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the items delivered by us to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered under retention of title.
10.6 If items delivered by us are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivered item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed to be agreed that the customer shall transfer co-ownership of the item to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us.
10.7 The customer also assigns to us by way of security the claims accruing to him against a third party as a result of the connection of the delivered items with a property.
10.8 We undertake to release the securities to which we are entitled at the request of the customer insofar as the realisable value of our securities exceeds the claims to be secured by more than 20%. The selection of the securities to be released shall be incumbent upon us.
11 Applicable law, place of jurisdiction, partial invalidity
11.1 The law of the Federal Republic of Germany shall apply exclusively to all our legal relations with the customer. The application of the United Nations Convention on Contracts for the Protection of Human Rights and Fundamental Freedoms. the international sale of goods (CISG) is excluded.
11.2 Insofar as the customer is a merchant, a legal entity under public law or a special fund under public law, Heilbronn is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
11.3 The same shall apply if the customer does not have a general place of jurisdiction in Germany or if the customer moves his place of residence or habitual abode outside the area of application of the law of the Federal Republic of Germany after conclusion of the contract or if his place of residence or habitual abode is not known at the time the action is brought. 11.4 Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions.
Stand: January 2019