General Terms and Conditions for Commercial Transactions

I. General / Scope

These General Terms and Conditions (GTC) apply to all contracts between us, P&R Gerätetechnik GmbH, and other companies, legal entities under public law, or special public-law entities as our contractual partners. These GTC also apply to all future transactions, provided they are of a related legal nature. This also applies if they are not explicitly mentioned again in subsequent contracts. Any conflicting purchasing conditions of the contractual partner are expressly rejected. They do not become part of the contract, even if we accept an order or do not object to such conditions after receiving them. Individually agreed contractual arrangements (including side agreements, additions, and amendments) must be documented in writing. All rights to which we are entitled under statutory provisions remain unaffected by these GTC.

II. Offer and Contract Conclusion

Our offers are non-binding and subject to change. Orders from the contractual partner may be accepted by us within 14 days. An order becomes binding only upon our written confirmation. If this order confirmation contains obvious errors, typographical, or calculation mistakes, it is not binding on us. The contractual partner must immediately check our order confirmation upon receipt and notify us in writing of any discrepancies. If the order confirmation is not contested within 14 days, we consider it automatically accepted with the specified items and prices. All measurements, weights, illustrations, descriptions, sketches, circuit diagrams, and other product descriptions are approximate but determined to the best of our ability. They do not guarantee a specific condition or appearance of the product. We retain ownership and copyright of all documents provided to the contractual partner in connection with our offer, including electronic formats. These documents may not be made accessible to third parties unless expressly agreed otherwise in writing.

III. Delivery

The goods are delivered according to our order confirmation. Changes require our written confirmation to be effective. The goods are delivered packaged. We determine the type of packaging and protective and/or transport aids unless otherwise expressly agreed in writing. The contractual partner bears the packaging costs. Any disposal costs incurred by the contractual partner are not covered by us. Delivery is made ex works (EXW according to the latest version of Incoterms). We determine the shipping method, carrier, and freight forwarder. The commencement of our specified delivery period requires the timely and proper fulfillment of the contractual partner’s obligations. The defense of non-performance of the contract remains reserved, meaning delivery deadlines are only valid if the contractual partner has fulfilled all obligations on time. If the contractual partner fails to fulfill their obligations in a timely manner, we are entitled to reasonably extend our delivery deadlines in accordance with our production schedule. Our rights arising from the contractual partner’s default remain unaffected. Our delivery time estimates are approximate. Delivery periods begin on the date of the order confirmation. The dispatch date from our warehouse or the notification of readiness for shipment is decisive for compliance with delivery deadlines. Our delivery obligation is subject to proper and timely self-supply unless we are responsible for incorrect or delayed self-supply. Partial deliveries are permissible if reasonable for the contractual partner. These can be invoiced separately. If a partial delivery is requested by the contractual partner, we are entitled to charge them for the additional costs incurred.

IV. Default

a. Delivery Default

If we are unable to meet our delivery deadlines, we will inform the contractual partner immediately and provide a new estimated delivery period or date. The contractual partner's rights under Sections 281 and 323 of the German Civil Code (BGB) apply only if they have granted us a reasonable grace period for subsequent delivery. In the event of delay, we are only liable for damages proven by the contractual partner in connection with the delayed performance if we have missed bindingly agreed delivery deadlines. In cases of intent, gross negligence, or culpable breach of material contractual obligations, we are liable for damages. In cases of slight negligence, we are only liable for foreseeable, contract-typical damages. Liability for lost profits and production downtime is excluded. The contractual partner is obliged to immediately notify us in writing of any anticipated damage due to delays. If delivery becomes permanently impossible before the transfer of risk, the contractual partner may withdraw from the contract without setting a grace period. Any payments already made will be refunded promptly. If we are unable to meet delivery deadlines due to circumstances beyond our control, we will inform the contractual partner immediately and provide a new estimated delivery period or date. If we are unable to meet this new delivery period or date, we may withdraw from the contract in whole or in part. Any payments already made by the contractual partner will be refunded promptly. If our delivery deadlines or dates cannot be met due to force majeure events such as governmental actions, war, terrorist attacks, labor disputes, import/export restrictions, transportation delays, customs clearance delays, pandemics, or other unforeseen circumstances beyond our control (e.g., accidental business disruptions such as fires, raw material shortages, or cyberattacks), we are entitled to postpone delivery for the duration of the disruption plus a reasonable restart period. If such an event makes contract execution unreasonable for either party or if it extends the contract execution beyond six months, either party may declare the contract terminated.

b. Acceptance Default

If the contractual partner fails to accept delivery or violates their cooperation obligations, we are entitled to claim damages. Further claims remain reserved. The risk of accidental loss or deterioration of the goods passes to the contractual partner at the moment they default on acceptance.

V. Transfer of Risk

The risk of accidental loss or deterioration of the goods passes to the contractual partner once the goods are dispatched, at the latest upon leaving our warehouse. This applies to partial deliveries and regardless of who bears the freight costs. We are not liable for deterioration, loss, or improper handling of the goods after the transfer of risk. If the contractual partner requests transport insurance, we will arrange it according to their specifications and at their cost.

VI. Prices

Our prices are in euros. Our prices are ex works, excluding additional costs such as packaging, freight, insurance, VAT, and other taxes or duties at the rates applicable on the invoice date. Unless a fixed price has been agreed upon, we are entitled to adjust our prices if unforeseen and verifiable changes in material costs occur after contract conclusion that affect production or procurement. A price adjustment is only permissible for deliveries at least four weeks after contract conclusion. We will inform the customer of any price changes in advance. If the price adjustment exceeds 25% of the original price, the customer has a special right of termination.

VII. Payment and Payment Default

The purchase price must be paid exclusively via bank transfer to one of our company accounts specified in the order confirmation or invoice. The purchase price is due within 30 days of delivery and must be paid without any discount unless otherwise expressly agreed in writing. The decisive factor for meeting the deadline is the date the payment is received in our account so that we can dispose of the amount on the due date. Any transaction costs are borne by the contractual partner. The contractual partner is in default immediately upon the due date of the invoice. If the payment deadline is exceeded or in the event of default, we charge interest at a rate of 8% above the base interest rate. We expressly reserve the right to assert further damages due to default. The contractual partner has the right to withhold payment or offset claims only if their counterclaims are undisputed or legally established. If the contractual partner is in default with any invoice, we are entitled to demand immediate payment of all outstanding claims from the business relationship. If, after the conclusion of the contract, it becomes apparent that our payment claim is endangered due to a decline in the contractual partner’s creditworthiness, we are entitled to execute outstanding deliveries only against advance payment or security deposits. This also applies if the contractual partner refuses to pay outstanding claims and has no undisputed or legally established objections to our claims. The statutory provisions on payment default remain unaffected.

VIII. Retention of Title

All delivered goods remain our property (reserved goods) until full payment of all claims has been made. This also applies to all future deliveries, even if we do not always expressly refer to this. The contractual partner is obligated to handle the delivered goods with care as long as ownership has not yet been transferred. As long as ownership has not been transferred, the contractual partner must immediately notify us in writing if the delivered goods are seized or subject to any third-party interventions. The contractual partner must inform third parties of our ownership rights and assist in protecting the goods under retention of title. The contractual partner is liable for all costs necessary to lift the access or return the reserved goods and for any resulting losses. If the reserved goods are processed, combined, or mixed with other goods, we acquire co-ownership of the new goods in proportion to the invoice value of the reserved goods (final invoice amount including VAT) to the invoice value of the other used goods. If our ownership is lost due to processing, combining, or mixing, the contractual partner transfers to us their ownership rights to the new goods in the amount of the invoice value of the reserved goods (final invoice amount including VAT). We accept this transfer. The contractual partner stores the new goods for us free of charge. Our co-ownership rights in these goods are considered reserved goods under clause 1. If the contractual partner is in payment default, we are entitled to prohibit further processing of the delivered goods, reclaim them, and, if necessary, enter the contractual partner’s premises for this purpose. The contractual partner may resell the reserved goods only in the ordinary course of business under their usual business conditions and only if they are not in default. This is provided that they retain ownership and the claims from the resale are transferred to us. They are not entitled to dispose of the reserved goods in any other way. The contractual partner’s claims from the resale of the reserved goods are hereby assigned to us. We accept this assignment. This assignment applies regardless of whether the goods were resold without or after processing, combining, or mixing. These claims serve as security in the same extent as the reserved goods under clause 1. If the reserved goods are resold together with other goods not supplied by us, the claim from the resale is assigned to us in proportion to the invoice value of the reserved goods (final invoice amount including VAT) to the invoice value of the other sold goods. We accept this assignment. In the event of resale of goods in which we hold co-ownership shares under clause 4, a claim portion corresponding to our co-ownership share is assigned to us. The contractual partner is entitled to collect claims from the resale. Our right to collect these claims ourselves remains unaffected. However, the collection authorization expires in the event of our revocation, at the latest in the event of the contractual partner’s payment default or their application for the opening of insolvency proceedings. In such a case, the contractual partner is obliged to inform us of the assigned claims and their debtors, notify the debtors of the assignment, and provide us with the necessary documents to collect our claims. The assignment of claims from the resale is not permitted. We are entitled to the usual securities in type and scope for our claims, including conditional or time-limited claims. In the case of deliveries to other legal systems where the retention of title regulations above are ineffective, the contractual partner grants us an equivalent security interest. We undertake to release the securities to which we are entitled upon request of the contractual partner, provided their value exceeds the claims to be secured by more than 20%. We reserve the right to select the securities to be released.

IX. Goods

Our goods comply with the specifications, descriptions, and markings stated in our product descriptions. Deviations are permissible if they do not significantly affect suitability for the intended use. The exact characteristics of the goods to be delivered are finally agreed upon in the order and order confirmation. Public statements, recommendations, or advertisements do not necessarily reflect the exact characteristics of the goods. The goods do not necessarily match in every detail a sample or model that we provided to the contractual partner before the conclusion of the contract or that was provided to us. Our verbal and written advice is non-binding and does not exempt the contractual partner from their obligation to check the suitability of the goods for their intended purpose. We do not guarantee a specific application purpose or suitability of the goods unless otherwise expressly agreed in writing. The risk of use and application remains solely with the contractual partner.

X. Warranty

Liability for material and legal defects is governed exclusively by the characteristics of the goods described in the order and order confirmation. The contractual partner must inspect the delivered goods immediately upon receipt. Warranty claims exist only if obvious defects are reported in writing without delay. Hidden material defects must be reported in writing immediately after their discovery, at the latest before the statutory limitation period of twelve months expires. Failure to properly inspect the goods and/or notify us of defects excludes our liability for the defect. For damages claims due to intent, gross negligence, or injury to life, body, or health based on intentional or negligent breach of duty, the statutory limitation period applies. Subsequent performance or replacement delivery does not restart the limitation period.

XI. Place of Performance, Jurisdiction, and Applicable Law

The place of performance for all services provided by us and our contractual partner is our company’s registered office. The exclusive place of jurisdiction for all disputes arising from the business relationship between us and our contractual partner is our company’s registered office. We are also entitled to sue the contractual partner at their place of jurisdiction or any other permissible jurisdiction. All legal relations between us and our contractual partner are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).