Terms of service
General Terms and Conditions of Delivery and Sale
pipah GmbH
I, General
(1) Material and Personal Scope of Application
The following terms and conditions apply to all deliveries and services provided by us to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. These terms and conditions do not apply to legal relationships with consumers within the meaning of Section 13 of the German Civil Code (BGB).
(2) Exclusion of Third-Party Terms and Conditions
Deviating terms and conditions of the customer are hereby rejected. These terms and conditions shall also not apply if we do not expressly object to them again after receipt. Our terms and conditions are deemed accepted upon placement of the order or receipt of the order confirmation, but at the latest upon receipt of our delivery.
(3) Effectiveness
Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions. In the event of the invalidity of a provision, a valid provision shall be deemed agreed that actually comes closest to the economic intent.
(4) Written Form
Deviations from the following terms and conditions, other changes, or additions to the order require our written confirmation to be effective. This also applies to the waiver of this written form requirement itself.
II. Order
(1) Written Confirmation
Our offers are non-binding until an order placed based on the offer (order confirmation) is confirmed by us in writing. Every order requires our written confirmation for legally binding acceptance. For deliveries without written confirmation, our invoice also serves as order confirmation.
(2) Technical Data
The technical data stated in our offers, drawings, and illustrations are approximate values unless they are expressly designated as binding in writing with tolerance specifications. Furthermore, the relevant technical acceptance and safety regulations of the country of manufacture shall apply exclusively to our deliveries.
III. Delivery
(1) Reservation of Self-Supply
Our own delivery obligation is the timely and proper self-supply of the necessary goods and materials. In the event of a permanent disruption due to circumstances beyond our control, in particular force majeure, strikes, lockouts, import and export bans, transport disruptions, official interventions, or the like, we are entitled to withdraw from the contract, excluding any liability for damages. A significant change in the delivery capacity, pricing, or quality of the goods of our suppliers or the services of other third parties on which the proper execution of the order placed with us depends also entitles us to withdraw from the contract, excluding any liability for damages.
If the delivered goods are sensitive goods and it turns out that an export license is required, the customer undertakes to provide a voluntary "End-Use/End-User Declaration."
(2) Partial Delivery, Over- or Under-Delivery
Partial deliveries are permissible and are considered independent deliveries for payment and complaint purposes. We are entitled to over- or under-deliver up to 10% of the order quantity, provided this is not unreasonable for the customer.
(3) Significant Deterioration of the Customer's Financial Situation
If a significant deterioration in the Customer's financial and/or liquidity situation occurs after the conclusion of the contract, or if such circumstances already existing before the conclusion of the contract become known subsequently, we may, at our discretion, withdraw from the contract or demand immediate cash payment of all outstanding invoices, even if the invoice amounts were previously deferred in whole or in part or paid by bill of exchange. Such deteriorations include, in particular, a lower credit rating from a credit agency, bill of exchange or check protests, attachments, cessation of payments, the opening of insolvency proceedings, and the refusal to open insolvency proceedings due to insufficient assets. In the event that we do not withdraw from the contract despite a deterioration in the Customer's financial situation, we will only deliver concurrently with payment, and for larger orders only against advance payment.
(4) Provisions on Delivery Dates / Delivery Periods
Unless otherwise agreed, our information on delivery dates and delivery periods in our offers are to be understood as preliminary and non-binding estimates. If binding delivery dates and delivery periods have been agreed, these shall be deemed to be reasonably extended if they are due to circumstances beyond our control, delivery cannot be met. Given the technical complexity of the products to be delivered, a one-month extension period is generally considered appropriate, unless a shorter or longer period is agreed upon in writing in individual cases, taking into account the interests of both parties. Delivery periods begin on the date of our written confirmation, but not before all execution details and all other requirements to be met by the customer for the proper execution of the contract have been clarified. The same applies to delivery dates.
(5) Fixed-date transactions
The agreement of binding fixed dates or fixed delivery periods requires an express designation as a fixed-date transaction and our written confirmation.
(6) Customer's Obligation to Cooperate
The customer is obligated to provide all data, documents, and other specifications required for the execution of the contract with the order, or at least immediately after the order. If such documents and data are not received in a timely manner, the customer cannot rely on compliance with delivery dates or delivery periods. In this case, any claim for damages due to delay is excluded. The delivery date or delivery period shall be deemed to have been reasonably extended.
IV. Transfer of Risk
(1) Transfer of Risk upon Dispatch
The risk of loss and deterioration of the delivery shall pass to the customer as soon as the delivery has left the delivery plant. This also applies if the shipment is carried out at our expense or using our own means of transport. In all cases, shipment shall be at the customer's risk, even if freight-free delivery has been agreed.
(2) Transfer of Risk upon Notification of Readiness for Dispatch
If the shipment of the delivery is delayed at the customer's request or for reasons beyond our control (e.g., force majeure), the risk shall pass to the customer upon notification of readiness for dispatch.
V. Prices
(1) General Terms and Conditions
Our prices are ex works, plus packaging and statutory VAT. The agreement of fixed prices requires express written confirmation. Unless otherwise agreed, our prices for all deliveries, including deliveries outside the European Monetary Union, are in euros. Agreements regarding other currencies require written consent.
(2) Price Adjustment
Unless otherwise agreed, the prices quoted by us are subject to change. We are entitled to adjust or increase prices appropriately if our supplier increases its sales prices, if significant price increases occur due to changes in exchange rates, customs duties, or similar fiscal burdens, or if there is a gap of more than two months between the order (call-off order) and delivery, provided that a new price list has become valid within this period. Price adjustments/increases are excluded if such adjustments/increases are unreasonable for the customer.
(3) Packaging and Materials
The customer shall bear the costs for packaging and packing materials. The costs for these will be shown separately on the invoice. We will take back packaging and packing materials. The customer shall bear the costs of return transport. For deliveries outside Germany, the return of packaging of any kind is excluded.
VI. Terms of Payment
(1) Payment Period
Unless otherwise agreed, the invoiced amounts are payable without deduction within 7 days of the invoice date.
(2) Default Interest
In the event of default by the customer, the customer shall, subject to the assertion of further damages due to delay, pay interest on the outstanding amount at a rate of 9 percentage points above the base interest rate (Section 288 (2) of the German Civil Code) of the German Federal Bank (BGB).
(3) Payment by Bill of Exchange or Check
Bills of exchange, as well as checks, are only accepted upon express written agreement and subject to acceptance in individual cases.
(4) Offsetting and Right of Retention
The customer is entitled to a right of offsetting or retention against our due claims for counterclaims only to the extent of legally established or written acknowledgement.
VII. Retention of Title
(1) Agreement on Retention of Title
All delivered goods (reserved goods) remain our property until all claims against the customer arising from the business relationship have been fulfilled. Bills of exchange and checks are only considered payment after they have been honored.
(2) Extended Retention of Title
In the event of processing or combining with other goods not belonging to us If the purchaser combines goods not belonging to us into a single new item, we shall be entitled to co-ownership of the new item in proportion to the value of the reserved goods to the value of the other processed and/or incorporated goods at the time of processing and/or combination. The co-ownership thus created for us shall be deemed to be reserved goods within the meaning of these provisions.
(3) Sale and Advance Assignment
The purchaser may only sell the goods subject to our retention of title in the ordinary course of business and only as long as he is not in default with the settlement of all our claims. The purchaser hereby assigns to us his claims from any resale of the reserved goods to secure all our claims arising from the business relationship. We hereby accept this assignment. If the reserved goods are sold by the purchaser together with other goods or co-ownership rights that do not belong to us, the claim from the resale shall be deemed assigned to us only in the amount of the value of our reserved goods. The value of the reserved goods is determined based on our invoice value. The customer is entitled to collect the claims assigned to us from the resale until we revoke this at any time.
(4) Encumbrance of the Ownership Right
While the retention of title exists, the customer is prohibited from pledging, transferring ownership by way of security, or otherwise encumbering the ownership right. In the event of attachments, confiscations, or other dispositions or interventions by third parties, in particular by way of compulsory enforcement, the customer must notify us immediately in writing.
(5) Obligation to Return the Goods
If the customer defaults on the payment of our claims in whole or in part, we are entitled to demand the return of the reserved goods at any time and to dispose of them otherwise, as well as to withhold any outstanding deliveries, even if we have not withdrawn from the contract. A further reminder or setting of a deadline is not required for this purpose. The assertion of retention of title rights by us shall not be deemed a withdrawal from the contract.
VIII. Material Defects
(1) Quality Agreements
The quality of the product to be delivered by us is conclusively described in the content of our written or electronic offer documents. Unless otherwise agreed in writing, the use resulting from our offer shall be deemed the sole subject of the contract.
(2) Purchaser's Obligation to Inspect and Notify of Complaints
The purchaser must inspect our products immediately upon receipt and report any identifiable defects in writing within two weeks of delivery. Defects that could not be discovered within this period even after careful inspection must be reported to us in writing immediately, but no later than two weeks after their discovery. If the purchaser fails to provide timely notification of defects, our delivery shall be deemed to have been made in accordance with the contract and free of defects. Section 377 of the German Commercial Code (HGB) applies.
(3) Minor Defects / Own or Third-Party Fault
Claims for defects are excluded in the case of significant deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of incorrect or negligent handling, calcification, improper use, excessive stress, or other specific external influences not assumed under the contract. If the customer or a third party carries out improper modifications or repair work, these and the resulting consequences shall also not be covered by any warranty claims. Warranty claims are excluded if the serial number of a delivered device/component is illegible or if date labels or seals attached to the product have been removed or destroyed. This does not apply to parts that must be renewed or replaced due to wear and tear.
(4) Liability for Material Defects
Our products will be
repaired or replaced free of charge by replacement delivery of the purchased item itself if a material defect occurs within the limitation period, provided that the cause of the defect already existed at the time of transfer of risk, for which the purchaser bears the burden of explanation and proof. The removal of the defective part and the reinstallation of the replacement part supplied under the warranty are the responsibility of the purchaser. All costs and expenses incurred in connection with the removal and installation of replacement parts are borne by the purchaser.
(5) Exclusion of Recourse Claims
The purchaser's recourse claims against us pursuant to Section 478 of the German Civil Code (BGB) (entrepreneur's recourse) only exist to the extent that the purchaser has not entered into any agreements with its customer that go beyond the statutory warranty claims.
(6) Return of Defective Products
If the customer makes a justified warranty claim against us, the customer is obligated to return the defective products to us freight prepaid, at our discretion, or to keep them available for inspection and defect testing at its location.
IX. Claims for Damages
(1) Exclusion of Liability
The customer's claims for damages and reimbursement of expenses, regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship, are excluded.
(2) Mandatory Liability
This does not apply to mandatory liability, e.g., under the Product Liability Act, in cases of intent, gross negligence, injury to life, body, or health, breach of essential contractual obligations, and the assumption of guarantees. However, claims for damages and reimbursement of expenses for breaches of essential contractual obligations are limited to the typical, foreseeable damages, unless there is intent or gross negligence, or liability is incurred due to injury to life, limb, or health. The above provisions do not involve a change in the burden of proof to the detriment of the customer.
(3) Limitation Period
To the extent the customer is entitled to claims for damages, these shall expire upon expiration of the limitation period applicable to claims for material defects. For claims for damages under the Product Liability Act, the statutory limitation periods also apply.
X. Product Information
Unless expressly designated as a guaranteed property, all content contained in our offer documents merely represents a product description and does not constitute a binding offer to conclude a guarantee agreement. The same applies to the content of our advertising and newsletters.
XI. Miscellaneous
(1) Withdrawal by the Purchaser
The purchaser's statutory right of withdrawal does not require fault in the event of a defect in the delivery. In all other cases, the purchaser may only withdraw if we are responsible for a breach of duty.
(2) Data Protection
We inform our purchasers that we process and share their personal data electronically for business purposes in accordance with the provisions of the Data Protection Act. For further details, please refer to the existing data protection agreements.
XII. Place of Jurisdiction and Applicable Law
(1) Place of Jurisdiction
The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Wietmarschen. However, we are also entitled to sue at the purchaser's registered office. The remaining provisions of the Code of Civil Procedure remain unaffected.
(2) Applicable Law
The legal relationship between us and the purchaser shall be governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
pipah GmbH
Dieselstraße 17
49835 Wietmarschen
Tel: +49 (0) 5908 900 91 – 31
Fax: +49 (0) 5908 900 91 – 70
Email: info@vendomaster.com
Website: https://vendomaster.com
As of: December 18, 2024