Standard Terms and Conditions (Entrepreneur)
Standard Terms and Conditions
1. Area of Application
1.1
These Standard Terms and Conditions apply to all contracts for deliveries and services to business persons (§ 14 BGB [German Civil Code]).
1.2
We will not accept differing terms and conditions from the customer unless we expressly approve their validity in writing.
2. Quotation and Contract Conclusion
2.1
Our quotations are subject to change. A purchase contract comes into effect only when we execute the order or confirm the order in writing.
3. Prices
3.1
Prices are ex-works. They do not include the packaging and shipping costs as well as the statutory value-added tax.
3.2
The current list prices valid on the date of delivery are applied. Additionally, we reserve the right to charge the prices valid on the date of delivery due to incurred cost increases (for wages, material, and energy) in arrears for contracts with a delivery time of more than four months.
4. Delivery Time and Delivery Quantity
4.1
The agreed delivery time begins upon dispatch of our written order confirmation, at the earliest, however, upon fulfillment of the customer's duties to cooperate (such as provision of design plans, documents, and/or drawings and notification of all circumstances essential for the execution of the order) and upon clarification between the parties of all execution details.
4.2
The delivery time is considered as kept if the delivery item has left the warehouse upon expiration of the delivery time or if we have announced the readiness of dispatch.
4.3
If non-compliance with the delivery time is based on unforeseeable events beyond our control (such as force majeure, labor disputes, company breakdowns, committee work, or delays in delivery caused by pre-suppliers), we are entitled to reasonably postpone the delivery time by the duration of the malfunction. This also applies if these circumstances occur during an already existing delay.
4.4
If the customer is entitled to claim compensation for default due to slight negligence on our part, this claim is limited to 0.5% of the value of the delayed delivery for each full week of delay, however, in total no more than 5% of the value of that part of the entire delivery that could not be put to contractual use due to the delay.
4.5
Partial deliveries are permitted to a reasonable extent, even if this results in higher shipping costs for the recipient.
4.6
Excess quantities or shortfalls of 10% are permitted in this industry.
4.7
Only orders with a minimum value of 150 EUR will be processed.
5. Packaging, Dispatch, and Risk Transfer
5.1
The type and method of packaging are at our discretion.
5.2
The risk passes to the forwarding agent or carrier upon transfer of the goods, at the latest, however, when the goods leave the warehouse. This also applies if carriage-free delivery has been agreed upon.
5.3
If dispatch is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the day the goods are ready for dispatch.
6. Payment
6.1
Our invoices are payable without any deduction to our payment office within 30 days from the invoice date. The same applies to partial deliveries. If payment is made within 8 days from the invoice date, we will grant a 2% cash discount, provided that the customer has paid all other due invoices.
6.2
Cheques and bills of exchange shall only be accepted upon special arrangement and for processing purposes only. Bill of exchange charges and discount charges are borne by the customer and are payable immediately.
6.3
The customer is only entitled to rights of retention if its counterclaim is based on the same contractual relationship. The customer may only offset claims against counterclaims that are undisputed, ready for decision, or legally determined.
6.4
If we become aware of a significant deterioration in the customer's financial circumstances, we are entitled to perform services only if a guarantee is provided (such as an absolute guarantee or bank guarantee). If the customer fails to comply with the request to provide a guarantee in due time, we shall have the right to withdraw from the contract and demand compensation for damages.
7. Claims Due to Defects and Liability
7.1
The customer must notify us of obvious defects within 14 calendar days after delivery. § 377 HGB shall apply to traders.
7.2
In the case of defects, we shall warrant by either rectifying the defect or providing a replacement delivery at our discretion. If rectification or replacement delivery fails, the customer may demand either a reduction in the contract price or withdrawal from the contract.
7.3
We are not liable for defects based on the customer’s specifications (e.g., construction drawings and instructions).
7.4
All defect-related claims expire within one year from the delivery date. This does not apply to damage claims under 7.5 or recourse claims pursuant to § 478 BGB.
7.5
We are liable for damages resulting from injury to life, body, or health caused by at least a negligent breach of duty. Additionally, we are liable for the infringement of a fundamental contractual obligation due to at least negligence, yet limited to the foreseeable, typically occurring damage. Any further liability applies only in cases of willful or gross negligence.
8. Retention of Title
8.1
The delivered goods remain our property until all claims from the business relationship have been fulfilled.
8.2
Processing or alteration of the goods always occurs on our behalf. If the goods are processed, mixed, or combined with other items not owned by us, we shall acquire co-ownership in proportion to the invoice value of our goods.
8.3
The customer may resell the goods in the ordinary course of business. However, all claims arising from such resale are hereby assigned to us.
8.4
The customer must immediately inform us of third-party enforcement measures regarding the goods subject to retention of title.
8.5
If the customer is in arrears, we may reclaim the goods.
8.6
If the realizable value of securities exceeds the nominal value of secured claims by more than 10%, we will release securities at our discretion.
9. Right of Pledge
We have a contractual right of pledge on objects transferred to our possession due to the order, provided wage work has been agreed.
10. Place of Performance and Jurisdiction
10.1
The place of performance for delivery is our plant or warehouse. The place of performance for payment is Wuppertal, Germany.
10.2
If the contract party is a merchant, Wuppertal, Germany, is the exclusive jurisdiction for disputes. However, we may also sue the customer at its general place of jurisdiction.
11. Final Provisions
11.1
The law of the Federal Republic of Germany applies, excluding the UN Sales Convention.
11.2
Should any provision of this contract be invalid, the remaining provisions remain unaffected. The invalid provision shall be replaced by a valid one that closely aligns with the intended economic purpose.
Picard GmbH
📍 Rottsiepen 15, 42349 Wuppertal, Germany
📞 T +49 202 247 54 0
📠 F +49 202 247 54 50
📧 info@picard-hammer.de
🌐 www.picard-hammer.de
🆔 Tax-ID: DE311399636
📜 Commercial Register No. HRB 2819 – Wuppertal Local Court
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