1. Scope

The following terms and conditions shall apply exclusively to all contracts, deliveries and other services, including consulting services, unless amended or excluded with the seller's express written consent. These general terms and conditions shall also apply to all contracts that the buyer concludes with P&N Europe GmbH via the internet or by other means of distance communication. The buyer expressly accepts these terms and conditions by placing an order. The buyer's terms and conditions shall not become binding even if the seller does not expressly object to them again. Any terms and conditions of the customer that differ from these terms and conditions shall be valid only insofar as they have been expressly accepted in writing by the supplier.

 

2. Quotations and conclusion of contract

Quotations shall always be non-binding and subject to the seller receiving supplies in due time and to the availability of the goods. Contracts and other agreements shall become binding only upon written confirmation by the seller. Orders placed by the customer in writing, by telephone, via the internet or by email constitute offers by which the customer shall generally be bound for one week. The contract shall be concluded upon order confirmation or dispatch or handover of the goods. If sales employees or commercial agents enter into verbal side agreements or give assurances extending beyond the written purchase contract, these shall always require written confirmation by the seller. Documents relating to the quotation, such as illustrations, drawings, weights and dimensions, are approximate only. If, after conclusion of the contract, the seller becomes aware of facts that cast doubt on the buyer's creditworthiness, the seller shall be entitled to demand advance payment or appropriate security and, if the buyer refuses, to withdraw from the contract. A change in the buyer's company or in the identity of the buyer shall entitle the seller to withdraw from the contract.

 

3. Plans and technical documentation

Brochures and catalogues shall not be binding unless otherwise agreed. Information in technical documents shall be binding only insofar as it has been expressly warranted. The supplier may deviate from illustrations, weights and dimension tables if this proves expedient in carrying out the order. Each contracting party shall retain all rights to plans and technical documents that it has handed over to the other party. The receiving party acknowledges these rights and shall not make the documents available, in whole or in part, to third parties without the other party's prior written authorisation, nor use them for any purpose other than that for which they were provided. Upon request, all plans and technical documents, or copies and extracts thereof, regardless of form, shall be returned.

 

4. Right of withdrawal (private consumers only)

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period shall be fourteen days from the day on which you, or a third party designated by you who is not the carrier, took possession of the goods. To exercise your right of withdrawal, you must inform us (P&N Europe GmbH, Joseph-Gänsler-Str. 10, 86609 Donauwörth, Germany; telephone: +49 906 706931 01; fax: +49 906 706931 09; email: info@pneurope. com) of your decision to withdraw from this contract by means of an unequivocal statement (for example, a letter sent by post or an email). You may use the attached model withdrawal form for this purpose, although its use is not mandatory. To meet the withdrawal deadline, it is sufficient for you to send the notification concerning the exercise of the right of withdrawal before the withdrawal period expires.

 

4.1. Effects of withdrawal

If you withdraw from this contract, we shall reimburse all payments received from you in connection with this contract, including delivery costs (except for additional costs resulting from your choice of a type of delivery other than the least expensive standard delivery offered by us), without undue delay and no later than fourteen days from the day on which we receive notification of your withdrawal from this contract.

For this reimbursement, we shall use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no event will you incur any fees as a result of this reimbursement. However, we may withhold reimbursement until we have received the goods back in full and in their original condition. You must return or hand over the goods to us without undue delay and in any event no later than fourteen days from the day on which you inform us of your withdrawal from this contract. The deadline shall be met if you dispatch the goods before the fourteenday period has expired. You shall bear the direct cost of returning the goods. You shall be liable for any diminished value of the goods only if that loss in value results from handling other than what is necessary to establish the nature, characteristics and functioning of the goods, or if you have used or damaged the goods or broken the warranty seal.

 

Download the model withdrawal form!

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5. Delivery periods and delay

Delivery periods and dates shall be deemed agreed only approximately unless the seller has expressly given a written commitment that they are binding. Partial deliveries shall be permitted. The delivery period shall be extended by a reasonable period - including during an existing delay - in the event of force majeure and any unforeseen impediments beyond the seller's control, provided that such impediments demonstrably have a material effect on delivery of the item sold. This shall also apply if such circumstances occur at the seller's suppliers or their subcontractors. In important cases, the seller shall notify the buyer of the beginning and end of such impediments as soon as possible. Delivery periods shall be extended by the period during which the buyer is in default of its contractual obligations, including obligations under other contracts. The buyer's right to withdraw after the unsuccessful expiry of an additional period granted to the seller shall remain unaffected. Delivery shall be made within the agreed period wherever possible. All claims for damages by the customer due to late delivery are excluded.

 

6. Dispatch and transfer of risk

Dispatch shall be carried out at the seller's best discretion, but without any guarantee that the least expensive method of carriage will be used. All shipments, including any returns, shall be made at the buyer's cost and risk. Insurance shall be arranged at the buyer's request and expense. Unless otherwise agreed, the route and means of dispatch shall be chosen by the seller. If dispatch is delayed through no fault of the seller, the goods shall be stored at the buyer's cost and risk. In such a case, notice that the goods are ready for dispatch shall be deemed equivalent to dispatch. In all other respects, risk shall pass to the buyer upon handover of the goods to a forwarding agent or carrier, but no later than when the goods leave the warehouse or are seized. Delivery is subject to compliance with all applicable national and international export-control and sanctions regulations. The buyer undertakes not to transport the goods to countries, or pass them on to persons or organisations, that are subject to embargo restrictions. The seller shall be entitled to refuse delivery if delivery would violate applicable export-control regulations.

 

7. Packaging

Packaging shall be charged separately. Lightweight packaging, such as cardboard boxes, will not be taken back. Transport equipment returned late shall be subject to the terms and conditions of the manufacturing plants, the cable-drum company or the seller, as applicable.

 

8. Prices and payment

Prices are always exclusive of value-added tax at the applicable statutory rate. Unless expressly agreed otherwise, payment shall be made without deduction within 30 days of the invoice date so that the amount agreed for settlement of the invoice is available to the seller no later than the due date. Cheques shall be credited subject to receipt, less expenses, with the value date being the day on which the seller can dispose of the equivalent amount. In the event of late payment, interest shall be payable at the respective bank rates for overdraft facilities, but at least at a rate of 3% above the discount rate of the Deutsche Bundesbank, in each case plus value-added tax. Cash discounts shall not be granted if the buyer is in arrears with payment for earlier deliveries. For each reminder issued by the seller, beginning no earlier than two weeks after the payment default, a reminder fee of EUR 5.00 shall be charged. Setoff against any counterclaims of the buyer disputed by the seller shall not be permitted unless the claim has been finally adjudicated. If a notice of defects is asserted, the buyer may withhold payments to an extent that is reasonably proportionate to the defects that have occurred. However, if the contract forms part of the operation of the buyer's commercial business, the buyer may withhold payments only where a notice of defects has been asserted whose validity cannot reasonably be doubted. The right to claim compensation for further loss or damage is reserved.

 

9. Retention of title

a) The seller shall retain title to the goods until all claims of the seller against the buyer arising from the business relationship, including future claims arising from contracts concluded at the same time or subsequently, have been settled. This shall also apply if individual or all claims of the seller have been included in a current account and the balance has been struck and acknowledged. In the event of conduct by the buyer in breach of contract, particularly default in payment, the seller shall be entitled, after issuing a reminder, to take back the goods, and the buyer shall be obliged to surrender them. The seller's taking back or attachment of the item shall constitute withdrawal from the contract only if the seller expressly declares this in writing. In the event of attachments or other interventions by third parties, the buyer shall immediately notify the seller in writing and provide a copy of the attachment record and a statutory declaration confirming the identity of the attached item.

 

b) The buyer shall be entitled to resell the goods in the ordinary course of business, provided that the claims arising from the resale pass to the seller as follows: the buyer hereby assigns to the seller all claims, together with all ancillary rights, accruing to the buyer against the purchaser or third parties from the resale, irrespective of whether the goods subject to retention of title are resold before or after processing. The buyer shall remain authorized to collect these claims even after assignment. The seller's authority to collect the claims itself shall remain unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly meets its payment obligations. The seller may require the buyer to disclose the assigned claims and the relevant debtors, provide all information necessary for collection, surrender the related documents and notify the debtors of the assignment. If the goods are resold together with other goods that do not belong to the seller, the buyer's claim against the purchaser shall be deemed assigned in the amount of the delivery price agreed between the seller and the buyer.

 

c) Any processing or transformation of the goods subject to retention of title shall be carried out for the seller as manufacturer within the meaning of section 950 of the german civil code (BGB), without creating any obligation for the seller. The processed goods shall be deemed goods subject to retention of title within the meaning of these terms and conditions. If the goods subject to retention of title are processed with, or inseparably mixed with, other items not belonging to the seller, the seller shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used at the time of processing or mixing. The resulting co-ownership rights shall be deemed goods subject to retention of title within the meaning of these terms and conditions. If the seller's goods are combined with or inseparably mixed with other movable items to form a single item, and the other item is to be regarded as the principal item, it shall be deemed agreed that the buyer shall transfer proportionate co-ownership to the seller insofar as the principal item belongs to the buyer. In all other respects, the same provisions as those applying to the goods subject to retention of title, as well as section 951 BGB, shall apply to the item created by processing, combining or mixing.

 

d) The seller undertakes to release the security interests to which it is entitled insofar as their value exceeds the outstanding claims to be secured by more than 25%.

 

e) The seller may inspect or demand the surrender of the goods subject to retention of title at any time if its claim for payment appears to be at risk. To this extent, the buyer irrevocably permits the seller to enter its premises and remove the goods without this constituting unlawful interference with possession. For the duration of the retention of title, the buyer shall maintain the delivered items at its own expense and insure them for the seller's benefit against theft, breakage, fire, water and other risks. The buyer shall also take all measures necessary to ensure that the seller's title is neither impaired nor extinguished.

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10. Notice of defects and warranty

The seller shall be liable for defects, including the absence of warranted characteristics, as follows:

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a) Immediately upon receipt, the buyer shall inspect the goods received as to quantity and condition. Obvious defects must be reported to the seller in writing without undue delay, but no later than within one week.

b) In the event of justified complaints, the seller may, at its option, remedy defective goods, provide replacement goods, take back the goods and issue a credit note, or credit the reduction in value of the goods.

c) To enable defects to be remedied, the buyer shall grant the seller the time and opportunity reasonably required at the seller's equitable discretion, in particular by making the item complained of, or samples thereof, available. If the buyer refuses to do so, the seller shall be released from liability for defects.

d) The delivery note (packing slip) must be returned with all consignments and returns. If goods returned for the purpose of a complaint are found not to justify the complaint, the seller shall be entitled to charge not only the shipping costs but also reasonable remuneration for inspecting the goods.

e) Liability for the resulting consequences shall cease if the buyer or third parties carry out improper modifications or repairs.

f) Further claims by the buyer against the seller and its vicarious agents are excluded, in particular claims for compensation for damage not sustained by the delivery item itself. This shall not apply where liability is mandatory in cases of intent, gross negligence or the absence of warranted characteristics. The warranty shall expire prematurely if the customer or third parties carry out modifications or repairs, fail to comply with the operating conditions, or if, after a defect has arisen, the customer does not immediately take all appropriate measures to mitigate the damage and give the supplier an opportunity to remedy the defect.

 

11. General limitation of liability

The seller's liability shall be governed exclusively by the provisions set out in the preceding section. Claims for damages by the buyer based on culpa in contrahendo, breach of ancillary contractual obligations or tort are excluded unless they are based on intent or gross negligence on the part of the seller or one of its vicarious agents. These claims shall become time-barred six months after the buyer receives the goods. However, damages may not exceed the loss incurred and loss of profit that the party in breach could have foreseen at the time the contract was concluded as a possible consequence of the breach, taking into account the circumstances that it knew or ought to have known. The supplier shall not be liable for circumstances occurring without fault on its part, such as failure of upstream suppliers to deliver, complete or partial shutdown of suppliers' plants, mobilisation, outbreak of war, strikes, fire or other disruptions, including in particular terrorist disruptions, or the entry into force of import or export prohibitions or significant increases in import duties. All cases of breach of contract and their legal consequences, as well as all claims by the customer, irrespective of their legal basis, are conclusively governed by these terms and conditions. In particular, all claims not expressly mentioned for damages, price reduction, cancellation of the contract or withdrawal from the contract are excluded. Under no circumstances shall the customer be entitled to compensation for damage not sustained by the delivery item itself, including, in particular, production stoppage, loss of use, loss of orders, loss of profit or other indirect or direct damage.

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12. Repairs

If a cost estimate is required before repairs are carried out, this must be expressly stated. The cost of the estimate shall be payable. Repairs shall be carried out without warranty if no defect report is provided. The seller shall decide at its discretion whether a repair is carried out in its own workshop or a third-party workshop. Shipping and packaging costs shall be borne by the buyer. Reference is made to clauses 4 and 5 of these terms and conditions. Repaired equipment shall be released only against immediate payment.

 

13. Installation

If a product or item is to be installed by the seller, the buyer shall, at its own expense, carry out all necessary preparatory work and ensure that installation can be commenced and performed without obstruction. The buyer shall bear the cost of all ancillary work, such as masonry, carpentry and painting work, the provision of any scaffolding required and the provision of auxiliary workers. With respect to the buyer's personnel and third parties admitted by the buyer, the buyer shall bear statutory liability for accidents arising during all delivery and installation work to be performed by the seller, including testing. The buyer alone shall be liable for damage to property unless it proves gross negligence on the part of the seller's personnel. The buyer shall obtain all official and other permits required for the execution of installations and shall take out the necessary insurance.

 

14. Resale restrictions

Where products subject to resale restrictions are purchased, the special terms and conditions of the relevant manufacturer shall apply in addition to these terms and conditions of delivery. The buyer is also obliged to familiarise itself with the contents of those terms and conditions. The buyer may not rely on a lack of knowledge of those terms and conditions.

 

15. Place of performance, jurisdiction and applicable law

For P&N Europe GmbH, Donauwörth, Germany: The seller's principal place of business shall be the place of performance and exclusive place of jurisdiction for deliveries and payments (including actions relating to cheques), as well as for all disputes arising between the parties, insofar as the buyer is a registered merchant, a legal entity under public law or a special fund under public law. The relationship between the contracting parties shall be governed exclusively by the domestic law applicable in the Federal Republic of Germany.