General Terms And Conditions Of Trade

Sec. 1 Validity Of General Terms And Conditions

These general terms and conditions are valid for all the present and prospective consignments and services for our purchasers, even if they are remade every time.
We do not accept opposing conditions of purchase or other opposing conditions. In the case that the purchaser exhibits opposing acknowledgements, although he is aware of his business conditions and conditions of purchase, these opposing acknowledgements will not be accepted.

Sec. 2 Offer

Our offers are not binding and subject to alteration , insofar as they are not subject to a time limit.
In the course of technical progress or with the change of the market situation, we are subject to technical and creative differences from the descriptions and indications in catalogues, brochures and in written documents, as well as to changes in the construction, model and material. The customer cannot derive any rights from changes or differences against us.
We are absolutely subject to our proprietary and copyrights of patent rights at estimates of costs, designs and other documents (in the following: documents). The documents can be only made available to a third person if we have agreed before. Furthermore, in the case that the contract is not concluded they have to be returned immediately on demand.

Sec. 3 Conditions Of Payment

All prices are valid from the business location of Paletti Profilsysteme.
The particular valid goods and services tax is added to all indicated prices.
Also against other determinations of the purchaser we can first of all charge their payment to their eldest debt. In the case that costs or interests already exist, we can first of all credit the payments to the costs, afterwards to the interests and lastly to the principal claim.
The purchaser can only charge up against a demand from us with undisputedly or validly established accounts. The purchaser is not allowed to claim rights of retention in this contractual relationship even if other contractual relationships with us exist.
Cheques or exchanges are only accepted on account of payment. Discount or note charges are to be paid immediately by the purchaser.
Unless nothing else results from the acceptance of order, the bill is to be paid strictly net within 14 days after the invoice date; especially the deduction of discount or costs of money transfers require particular written agreement.
In case of complete systems, one-third of the purchase price is to be paid at the placing of order, one-third is to be paid at the consignment and the remaining payment is to be paid at the acceptance or not later than one month after consignment.
In the case that the customer defaults, we are authorised to claim default interests to the amount of eight percentage over the relative base rate. If we are in the position to prove a greater damage caused by delay, we have the right to claim this, too.
As far as we are obligated to retake the packaging used for transport according to the regulation of packaging, the customer bears the costs for the backhaul of the utilised packaging and the indicated costs of the exploitation or the costs which could arise for a repeated utilisation of the packaging as long as this is possible and advantageous. We reserve corresponding price adjustments.
Assembly costs, costs of repair, costs for product information and costs for seminars are payable net immediately. If we takes over the installation, the assembly or the service, and if no other terms are offered , the purchaser will bear all required additional costs, such as travel costs, costs for the transport of hand tools and of personal luggage, as well as releases in addition to the agreed payment.

Sec. 4 Default of payment

If the purchaser falls behind with the payment, we are, irrespective to other rights, authorised to take back supplied goods and provided services and to dispose of it otherwise.
If the purchaser falls behind with the payment or if other concrete evidence for the purchaser’s upcoming inability to pay exist, we are authorised to stop dealing with all purchasers’ orders. We are allowed to call for immediate prepayment of all accounts, as well as for a promissory note and deferred amounts or claim security.

Sec. 5 Delivery Time

The mentioned delivery dates are not binding for us, unless we have given a written assurance; in this case, the delivery dates shall depend on correct and punctual supply to ourselves. We do not assume any guarantee for the punctual supply.
The delivery period begins from order confirmation date. However, this only applies if all details of the order have been clarified and the customer is aware of the documents, authorisations and approvals he needs. Furthermore, the delivery period only begins from order confirmation if the deposit agreed has incurred and the letter of credit has been issued.

Sec. 6 Reservation Of Proprietary Rights

The goods and services from this contract remain our property, until all currently existing and future accounts resulting from this contract and from the business relationship with the purchaser have been paid. This reservation of proprietary rights also ranges over software, which was transferred to data medium or to the internet and it is also valid for all accompanying materials. If only software was granted a right, the imminent regulation accordingly applies to the transferred data medium. We remain holder of the copyright as well as holder of all other industrial property rights. The right to produce copies is only given for data protection. Copyright notices may not be deleted. The transmission to a third party requires our consent.
The purchaser is allowed to change, to convert or to adapt the proprietary goods to his requirements. But this right is only valid if the purchaser is not behind and if our terms of a licence are not opposed. The proprietary cannot be bonded or pledged. The accounts resulting from secondary purchase or another legal ground (insurance, tortuous act) with respect to the proprietary goods are already ceded to us to the full extent by the purchaser for safeguarding . At our request, the purchaser is obliged to inform us about the cession to a third party for the purpose of payment, to give us the information which is necessary for the assertion of our rights and to hand out documents.
When processing, conversion or connection takes place with other objects not belonging to us then we have a co-ownership right to the new article- the level of this entitlement is the share resulting from the ratio of the processed, converted or connected goods’ value to the value of the new article, The exercising of our proprietary rights is not to be regarded as withdrawal from the contract. Alongside the claim for restitution of our property there remain our bill of sale rights particularly to damages compensation and lost profit.
The purchaser adverts to our property, if a third party accesses the proprietary goods especially by distraint. In this case we must be informed immediately. Judicial, non-judicial and other costs , which arise from such an access, are borne by the purchaser. The purchaser is fully liable for possible damages.
Verhält sich der Kunde vertragswidrig oder gerät mit seinen Zahlungen in Verzug, so kann Paletti Profilsysteme unter Eigentumsvorbehalt stehende Ware auf Kosten des Kunden zurücknehmen oder ggf. die Abtretung des Herausgabeanspruchs des Kunden gegenüber dem Dritten verlangen. Die Zurücknahme sowie die Pfändung der unter Eigentumsvorbehalt stehenden Ware durch Paletti Profilsysteme bedeutet, vorbehaltlich der Geltung zwingender anderweitiger gesetzlicher Bestimmungen, keinen Rücktritt vom Vertrag.
If the purchaser acts contrary to contract or falls behind with his payments, we can take back the proprietary rights at the expense of the purchaser or if needed, we can ask for the purchaser’s assignation of the obligation to return adverse the third-party. Subject to the validity of stringently legitimate provisions, our retraction as well as the distraint of the proprietary goods does not mean the cancellation of the contract.
If the delivered goods are processed or remodelled, this is done for us as manufacturer. But through this we have no obligation if the ownership or the co-ownership of the purchaser, who has a share in the invoice value, is passed to us. The purchaser stores our ownership or co-ownership gratuitously for us.
We undertake to release securities to the corresponding amount as long as their value exceeds the claims to be safeguarded by more than 20%.
Hardware and software, which was delivered for testing and demonstration purposes, remains our property. They can only be used by the purchaser within the agreement with us. This agreement can be temporary. After the expiration of the temporary right of use, old parts of the hardware and of the software must be returned to us at the purchaser’s expense at his own initiative.

Sec. 7 Delivery

The delivery and the passing of risk are effected with the disposal of the products to the purchaser, including the accompanying materials or rather the provision of the service. The products are transported to the customer after the consignment to the freight carrier. In case of delayed dispatch or impossible consignment, which have not been caused by us, the risk and the information of the readiness for dispatch are transferred to the purchaser. Only at the purchaser’s special request and at his expense, we will arrange insurance for the dispatch against theft, damage through breakage, fire and damage by water as well as against other insurable risks.
Dates and deadlines mentioned by us are not binding, unless no other terms have been offered. The dates of delivery are only effective as far as we are provided ourselves with correct and punctual supply. The delivery period begins from order confirmation date. Subject to all rights of Paletti Profilsysteme, the delivery period is extended for the time in which the purchaser falls behind with the payment. Within the contractual relationship part deliveries are admissible if the purchaser’s receipt is not associated with disproportional costs.
Even with bindingly agreed deadlines we cannot assume the responsibilities for delay in delivery or of services caused by an act of God or by other events which render the delivery impossible for us. Amongst other industrial actions these events include interruptions of operation, order of the authorities and difficulties in materials procurement even if they occur to our supplier or sub-supplier. In this case, we are authorised to postpone the delivery or rather the service plus an adequate deadline for start-up until the obstacles are overcome. Furthermore, we are permitted to withdraw completely or partly from the contract because a part of the service has still not been fulfilled. In the case of deliveries with installation, the passing of risk is effected on the day of receipt.
If the consignment or the transportation of the goods are delayed because of reasons, which are not supported by us, we will be authorised, but not obligated, to store the goods in a convenient way – if needs be in the open air- at the expense of the customer and at his own risk and without risk of liability. Furthermore, we are permitted to take adequate measures for the preservation of the goods and to charge the goods as delivered goods. In the case of delay of acceptance, we are authorised to calculate the general storage charges.
We only fall behind until the customer does not ask for a service within four weeks in written form. In this case, the customer is authorised to claim for a compensation to the amount of 0,5 per cent of the order value for every perfected week of delay. Altogether, the compensation can only amount to 5 per cent of the total order value. Further requirements, particularly indemnity requirements, are excluded, unless the delay is based on intents culpable negligence of us.
The delivery period is extended appropriately, if there are additional change requests.

Sec. 8 Guarantee

For the contractual condition of the goods the date of leaving the business location of Paletti Profilsysteme is decisive. The delivery item must be checked immediately after receipt. Claims must be raised immediately and we must be informed at the latest two weeks after receipt of the goods. This is especially the case if there are defects on the exterior conditions of the goods and in relation to the completeness of the supplied items. Furthermore, in case of damages in transit, the addressee has to complain immediately after receipt at the freight carrier and he must let the damages certificate on the letter of consignment together with the filling of a claim for damages. If the certificate should be missed, the claim for compensation is not valid.
Claims for material defect become time-barred within twelve months after the day of transfer of risk. This is not the case as far as the law predicts longer periods, as well as in the cases of injuries of life, body or health. Furthermore, it is not the case if we neglect our duty and if the damage is concealed.
All parts which show a material defect within the time bar will be repaired or replaced if the reasons of defect were already present at the moment of transfer of risk. In order to fulfil a supplementary performance, consequences of defects also have to be avoided in the case of software defects.
Claims for material defects are not valid in the following cases: Minor deviations of the agreed quality and of the usability, natural wear and tear or damages which were caused after the transfer of risks through faulty or negligent treatment, utilisation of improper equipment, lacking construction works, overvoltage, lightning, outside influences, changes carried out, repair work, incorrect attendance. Furthermore, we do not undertake any guarantee for software defects which are not reproducible.
The details about the item supplied and what it is used for, for example regarding dimensions, weights, hardness, serviceability, temperature etc. only represent descriptions and reference values and not guaranteed properties. They are non-binding guidelines and only count as guaranteed insofar as they correspond to our samples tested by the customer for the special use released for that purpose.
Additional claims are excluded. Particularly, we do not guarantee for damages, which did not arise to the supplied item itself, for loss of profit or other property loss of the contractual partner. In case of repair we bear the labour costs. All other repair costs, additional costs of the consignment, as well as the transport costs for possible spare parts in particular, are borne by the purchaser as long as these costs are not disproportioned to the value. If the verification of notice of defects proves to be invalid, we will be authorised to claim for the reimbursement of all expenditures. Costs and repairs are for the customer’s account.
The warranty obligation presumes furthermore that the purchaser specifies the possible defect in written form and that he gives us an adequate time limit in order to repair or replace the goods. We or one of our salesman must be given the opportunity to assure ourselves of the defect on the premises. The customer must give us the time and opportunity necessary to improve or replace the goods at a cheap rate, and he must provide aide if desired.
Only in urgent cases of plant safety being endangered or as long as the defect has not been removed by us, and with our prior agreement, the purchaser has the right to have the defect removed by himself or by a third party and to claim the necessary costs back from us.
If nothing else has been arranged before and if we are not charged with intent or culpable negligence, claims are excluded especially in the case of a defect caused by us illegitimately, positive violation of the contract, default with the conclusion of the contract, as well as impossibility and incapacity. Claims of the authorised persons remain inviolate from the Product Liability Law.
In the case of machines from other manufacturers,claims are explicitly excluded, especially because of a product defect caused by the manufacturer. We cede claims which you have on the respective manufacturer or the sub-supplier to the purchaser.
Regarding the state of technology, errors in the software cannot be excluded. The delivered hard and software is free from essential defects which could affect the manufacture or other defects affecting the utilisation.
The purchaser is obliged to test the hardware and the software for apparent defects. You must inform us and censure these and lightly apparent defects in written form within one week. The purchaser’s commercial duty to examine and notify is not restricted thereby.

Sec. 9 Liability

In the case that we are liable for damages in compliance with these conditions, due to the legal regulations, the liability is limited as follows if the damage has been caused slightly negligent: Our liability is only granted in the case of neglect of essential contractual duties and in the case of the typical damage which was predictable when the contract was concluded. Preceding limitation is not applicable to damages of life , body or health. If the damage is covered by a policy taken out by the contractual partner, we are only liable for disadvantages occurring to the contractual partner with the claims settlement, such as insurance premium or interest disadvantages. Liability is excluded for damages which have been caused slightly negligent through a defect of the subject of the contract. In the case of fraudulent concealment of a defect, the acceptance of a guarantee or in the case of the Product Liability Act Liability, liability remains intact, independently if default is existent. The consequences of delayed delivery are regulated in § 7 section 5 of these conditions.

Sec. 10 Cession Of Rights

The purchaser is only allowed to cede rights of the contract to a third party if we have agreed before.
We are authorised to transfer the rights entitled to the incumbent duties in the contract. We can let carry out all duties by a third party within the agency contract. The purchaser then accepts the work performed as our service.
The change of the contractual partner from our part is allowed. If the obligations were assumed by a third party, the purchaser has the right of cancellation. But this right has to be carried out within four weeks after awareness of the change of the contractual partner. After the expiration of this time the contractual relationship with the third party persists.

Sec. 11 Other Conditions

For all disputes arising from the contractual relationship, the competent court is that of our business head office in Minden. We are also entitled to institute proceedings at the purchaser’s business head office.
Even in the case of legal ineffectiveness of several regulations, the other parts of the contract remain binding, unless the adherence to a contract would represent an unacceptable severity for one party.
We memorize data of the purchaser within the reciprocal business connection according to the Federal Data Protection Act.

Sec. 12 General Articles Of Agreement

Verbal additional agreements have not been taken. Further additions to or changes of the conclusion of the agreement require written form. The verbal waiver of written form is excluded.