General Terms and Conditions of Sale of
PLS Prozess- Labor- und Sensortechnik GmbH (PLS)
The Terms and Conditions of Sale of PLS shall apply exclusively to all orders. Any deviating or additional terms and conditions of the Customer shall not be binding for PLS, even if PLS does not object to them or if the Customer declares that it is only willing to place orders subject to its own terms and conditions. Any deviations from these Terms and Conditions are subject to PLS’ express written consent. The confirmation or execution of the order shall be deemed acceptance of these Terms and Conditions of Sale.
I Delivery period
1 The delivery period commences upon sending the order conformation, but not before the provision of any documents, approvals and releases that may need to be obtained by the Customer and not before receipt of any advance payment agreed.
2 The delivery period is deemed to have been met if the readiness for shipment has been communicated or the goods to be delivered have left the works by its expiry.
3 The delivery period shall be extended in the event of measures within the scope of industrial action, in particular strike and lockout, as well as in the event of unforeseeable hindrances beyond our control, such as interruption of operations or delays in the delivery of important materials, insofar as such hindrances are demonstrated to have a considerable influence on the delivery of the goods to be supplied. This shall also apply if such circumstances affect any subcontractors. The delivery period shall be extended according to the duration of such measures and hindrances.
We shall not be responsible for the circumstances mentioned above even if they arise during an already existing delay. We will inform the Customer about the start and end of such hindrances in urgent cases as soon as possible.
4 Partial deliveries within the indicated delivery periods are permissible, provided that they do not involve any disadvantages for use.
II Scope of delivery
1 The scope of delivery is specified in our written order confirmation.
2 We reserve the right to make modifications in design or form during the delivery period that are attributable to improvements in technology or legislative requirements, provided that the goods to be delivered are not substantially altered and the modifications are reasonable for the Customer.
III Cancellation fees
If the customer cancels an order placed without justification, we are entitled, notwithstanding the right to assert a claim for higher actual damage, to claim 10% of the selling price for the costs incurred in processing the order and for lost profit. The Customer reserves the right to furnish proof of lower damage.
IV Packaging and shipment
The packaging will become the Customer’s property and will be charged to the Customer. Postage and packaging expenses will be charged extra. We will choose the shipping method to the best of our judgment.
V Acceptance and passing of risk
1 The Customer is obliged to accept the goods delivered. In the absence of a different agreement (delivery by us), the handover takes place in Jena. The Customer is entitled to check the goods delivered at the place of delivery within 14 days of receipt of the delivery notification or other notification of completion. The customer is obliged to accept the goods delivered within the same period, unless it is prevented from accepting the goods without being at fault.
2 If the Customer is in default with the acceptance of the purchased goods by wilful intent or gross negligence for longer than fourteen days after receipt of the delivery notification, we shall be entitled, after granting an additional period of 14 days, to withdraw from the contract or claim compensation for non-performance. Granting an additional period is not necessary if the Customer seriously or definitely refuses to accept the goods or is obviously also not in a position to pay the purchase price within this additional period.
3 The risk shall pass to the Customer upon acceptance of the goods delivered. If the Customer declares that it will not accept the goods delivered, the risk of accidental destruction or accidental deterioration of the goods delivered shall pass to the Customer at the time of refusal.
VI Price changes
Price changes are permissible if more than four months are between the conclusion of the contract and the agreed date of delivery. If the wages, material costs or market prices increase after this period until completion of the delivery, we shall be entitled to increase the price to a reasonable extent in line with the cost increases. The Customer is only entitled to withdraw from the contract if the price increase significantly exceeds the increase in the general cost of living between the order date and the delivery date.
If the Customer is a merchant, a legal person under public law or a special fund under public law, price changes according to the above provision are permissible if more than six weeks are between the conclusion of the contract and the agreed date of delivery.
1 We accept liability for defects of the goods delivered as follows:
a) During a period of six months after acceptance of the goods delivered, the Customer is entitled to claim remediation of defects (cure). If we are unable to remedy a defect covered by our warranty obligation or further repair attempts are not reasonable for the Customer, the Customer is entitled to claim rescission of the contract or reduction of the purchase price instead of cure.
b) Natural wear and tear is excluded from the warranty in any case.
2 We shall only be liable for further claims and rights in the event of wilful intent and gross negligence. Apart from that, any further liability shall be excluded.
VIII. Retention of title
1 We retain the title to the goods delivered until payment.
2 In the event that the Customer acts in breach of the contract, in particular in the event of default of payment, we are entitled to take back the goods following a reminder and the Customer is obliged to return them.
3 The enforcement of the retention of title as well as the attachment of the goods delivered by us shall not constitute a withdrawal from the contract, unless the provisions stipulated in the Consumer Credit Act apply or we expressly declare this in writing.
In dealing with merchants, a legal person under public law or a special fund under public law, the following shall additionally apply:
The Customer is entitled to resell the goods delivered in the normal course of business; however, the Customer hereby assigns to us as security all claims arising from the resale in the amount of the purchase price agreed between us and the Customer (incl. VAT), regardless of whether the goods delivered are resold without or after being processed. The Customer is entitled to collect these claims after their assignment. Our right to collect the claims ourselves shall remain unaffected; however, we undertake not to collect the claims as long as the Customer properly meets its payment obligations and is not in default of payment. If this is the case, however, we are entitled to demand that the Customer disclose to us the assigned claims and the corresponding debtors, provide us with all information required to collect the claims, hand over the related documents and inform the debtors (third parties) of the assignment.
4 Any processing or transformation of the goods by the Customer shall always be performed on our behalf. If the goods delivered are processed together with items that are not our propriety, we shall acquire co-ownership of the new product in proportion of the value of the goods delivered to the other processed items at the time of processing.
5 If the goods delivered are inseparably intermixed with other items that are not our property, we shall acquire co-ownership of the new product in proportion of the value of the goods delivered to the other intermixed items. The Customer shall hold the joint property in safe custody on our behalf.
6 The Customer may neither pledge the goods delivered nor transfer them as security. In the event of attachment, seizure or other interventions by third parties, the Customer shall notify us without delay and provide us with all information and documents required to protect our rights. Enforcement officers and third parties shall be informed of our ownership.
7 We undertake to release the securities we are entitled to at the Customer’s request if their value exceeds the claims to be secured, as far as not yet settled, by more than 20%.
IX Tort liability
Claims for compensation based on tort shall be excluded, unless the damage has been caused by wilful intent or gross negligence. This shall also apply to actions performed by our vicarious agents.
X Terms of payment
1 The purchase price and the fees for additional services shall be due for payment upon handover of the goods delivered.
2 Cheques and bills shall only be accepted as payment after being cashed. The acceptance of bills is always subject to a prior written agreement with us. If bills are accepted, the bank’s discount charges and collection fees will be charged to the Customer. They must be paid immediately in cash.
3 We charge default interest of 8% p.a. above the basic rate of interest. It will be charged at a higher or lower rate if we furnish evidence of a higher interest rate or if the Customer furnishes evidence of a lower interest rate.
4 If the Customer is a merchant, a legal person under public law or a special fund under public law, the retention of payments due to any counterclaims of the Customer not recognised by us is not permitted, nor is offsetting against such claims.
XI Place of performance and place of jurisdiction
1 The place of performance shall be Jena.