Terms and conditions of sale, delivery, payment and guarantee

 

1 Scope of application
The contractual relationship between Fritz Paulmichl GmbH (hereinafter referred to as "PAULMICHL") and the customer shall be governed exclusively by the following terms and conditions, which shall in any case take precedence over any terms and conditions of the customer. All agreements that deviate from the printed or written contract text must be made in writing. Other deviations and additions shall only become part of the contract if they are confirmed in writing by PAULMICHL.

These terms and conditions apply to all deliveries and services ordered from us by the customer. These terms and conditions also apply to all additional and follow-up orders, contract supplements and contract amendments, without reference having to be made to them in individual cases.

 

2. Offer
Our offers are subject to change and non-binding. Brochures or the technical documents attached to our offer or order confirmation, such as illustrations, drawings, design proposals, etc., are only approximate, unless individual details are expressly guaranteed or designated as binding. We reserve the right to make technical improvements in the design or production method. Rights of use and ownership of offer documents (e.g. cost estimates, drawings, etc.) remain with us, unless their preparation is to be remunerated separately by the client and this remuneration has been paid. Offer documents may not be passed on, published or reproduced without our permission, nor may they be used for any purpose other than the agreed purpose. If the client does not accept the offer, the offer documents belonging to us must be returned immediately and in full upon request.

 

3. Placing of order
The order placed by the buyer is legally valid and can no longer be cancelled by the buyer. All incoming orders, whether verbal or written, will be confirmed by us. Even if the order confirmation is omitted, the order is deemed to have been accepted in the prescribed form unless the supplier cancels it within 14 days of the order being placed. Verbal agreements are not binding for us as the supplier.

 

4 Prices
Prices quoted are net and apply to the delivery of unpacked goods ex works inLeutkirch/Gebrazhofen or ex warehouse of our works representatives. Transport will be charged separately as an additional service.
Any packaging required will be charged at cost price and will not be taken back. If the statutory VAT rate changes between conclusion of the contract and delivery, the net price plus the VAT rate applicable at the time of delivery must be paid. If there is a period of more than eight weeks between conclusion of the contract and the agreed delivery date, the buyer must pay the list price for the goods as determined by us and generally applicable at the time of delivery.

 

5 Due date and terms of payment / default of payment
As a general rule, the terms of payment specified by PAULMICHL in the respective order shall apply. If no separate terms of payment are specified, invoice amounts are due for payment no later than 14 days after the invoice date. If we do not receive the invoice amount no later than 40 days after receipt of the invoice, and provided that the buyer is responsible for the delay and default has not already occurred, default shall be deemed to have occurred without the need for a reminder. We charge default interest at a rate of 8% per annum above the applicable base rate pursuant to Section 247 of the German Civil Code (BGB). The assertion of higher damages for default is not excluded. If the client defaults on the payment of an installment in the case of agreed installment payments, the entire amount still owed becomes due. All payments must be made directly to us. In the case of payments by bill of exchange, the buyer shall bear the costs, in particular discount and collection charges. Cash accounts are not permitted for payments by bill of exchange.

 

6 Offsetting, right of retention, prohibition of assignment
The customer may only offset or assert a right of retention against our claims if the claim intended for offsetting or the claim forming the subject of the right of retention is undisputed, has been legally established or a legal dispute in this respect is ready for decision. Insofar as retention is not permitted under the above provision, the rights of retention regulated in § 369, 371 HGB are also excluded. The customer may not assign his claims against us.

 

7 Delivery and transfer of risk
Goods ordered shall be dispatched from the warehouse of our factory in Leutkirch/Gebrazhofen or from the warehouse of our factory representatives. If the customer wishes the goods to be transported to a destination specified by him, he shall bear the costs and risk of transport. The goods shall also be dispatched at the customer's risk if we exceptionally carry out carriage paid delivery. Before the goods are dispatched, the customer shall bear the risk of destruction, loss of possession or damage to the purchased item for which neither party is responsible if, at the customer's request, the goods ready for dispatch are to be delivered at a later date than the scheduled date. The risk shall then pass to the buyer at the end of the scheduled day of dispatch. Insurance shall only be taken out at the request of the buyer and at his expense.

 

8 Delivery and performance deadlines
Binding delivery deadlines must be expressly agreed in writing and confirmed in writing by PAULMICHL. Statements such as "approx.", "by arrangement", "as soon as possible" etc. do not constitute binding deadlines, but only indicate the expected delivery date. If PAULMICHL is unable to meet a binding delivery deadline, the customer must grant a reasonable additional delivery period. If we are not responsible for delays in production, delivery or performance, the delivery or performance deadline shall be extended accordingly.

 

9 Retention of title
The delivered item remains the property of PAULMICHL until all claims arising from the business relationship with the customer have been paid. If the customer acts in breach of contract, in particular in the event of default in payment, PAULMICHL is entitled to perform further services only against the provision of security or advance payment. PAULMICHL can withdraw from the contract if - unless a deadline is dispensable - a reasonable deadline for payment of the price has expired. The customer may not sell, give away, pledge, assign as security or dispose of the delivery item in any other way. If the realisable value of the security existing for PAULMICHL exceeds the claim by more than 20% in total, PAULMICHL will release securities of its choice at the customer's request.

 

10 Warranty
Warranty claims may only be asserted within 12 months of delivery of the item.

If the service we have provided or the item we have delivered is defective, the buyer is entitled, at our discretion, to either repair or replacement, provided the buyer is not responsible for the defect. If the repair fails, or if neither repair nor a defect-free replacement is provided within a reasonable time, or if such action is refused, the buyer may, at their discretion, either demand a reduction in the purchase price commensurate with the defect (price reduction) or withdraw from the contract. Claims for repair, replacement, withdrawal, or price reduction are excluded unless the buyer notifies us in writing within eight days of receiving the goods. The supplier is liable for any defects only up to the value of the goods. Further claims for compensation are excluded. In all other respects, § 377 HGB applies. Any agreement regarding the quality of the goods made by our representatives must be in writing. The customer is aware that corrosion may occur on the purchased item due to contact with aggressive media (e.g., manure or wastewater, etc.); this does not constitute a defect in the product. We assume no warranty or liability for damage resulting from the following causes: unsuitable or improper use, natural wear and tear, wear and tear caused by above-average stress—particularly on bearings and sealing elements—incorrect installation or commissioning by the customer or third parties, improper or negligent handling, and unsuitable operating materials. Wear parts on the delivered products, such as (agitator blades, pump impellers, screen drums, and press screws, …), are excluded from replacement claims under the
warranty due to the mechanical stress caused by their use. Claims for defects by customers who are business entities expire one year after delivery of the item.

For machine components, such as electric motors, which are generally controlled by electronic components and parts during operation, replacement under warranty is only possible if a defect is acknowledged by the upstream supplier or manufacturer.

 

11. Compensation for damages
In the event of slightly negligent breaches of duty, our liability and that of our vicarious agents shall be limited to the foreseeable, direct average damage typical of the contract. We and our vicarious agents shall not be liable in the event of slightly negligent breaches of duties which are not essential to the contract and which do not jeopardise the performance of the contract. The above limitations of liability do not apply to claims by the customer under the Product Liability Act (ProdHaftG), fraudulent misrepresentation or under the guarantee. Furthermore, the limitations of liability do not apply to damage attributable to us arising from injury to life, limb or health.
Consequential damage caused by defects: Compensation shall only be paid for direct damage caused by defects to the system or the machines themselves. Consequential damage caused by defects, in particular loss of production or loss of profit, shall be excluded from the obligation to pay compensation.

 

12 Product monitoring, co-operation in the event of a recall, duty of notification
The customer is obliged to observe the goods and to support us in the fulfilment of any product observation obligations. The customer is obliged to support us and the enforcement authorities in any necessary recall actions. In particular, all documents that enable products to be traced back to the respective end customer / installation site must be kept and made available for this purpose. As soon as the customer has indications that a product distributed or used by him is unsafe, he must inform us immediately.

 

13. Liquidated damages
If the contract is not executed for reasons for which the customer is responsible, we may demand compensation of 25% of the agreed price as damages in lieu of performance without individual proof. The customer is entitled to prove that no damage has been incurred at all or that the damage is significantly lower than the lump sum. We are entitled to correctly calculate the damage incurred by the customer instead of the claims for damages. In the case of orders on call and those that are deferred on call, the customer undertakes to accept the goods within a period of 12 months, calculated from the day the order is placed. If the call period is exceeded, the seller is entitled to withdraw from the contract and claim damages in the amount of 15% of the purchase price for non-performance or his rights to fulfilment plus compensation for damages due to non-performance.
Prices are calculated on the basis of the prices valid on the day of delivery.

 

14 Place of fulfilment
The place of fulfilment for all obligations is Leutkirch/Gebrazhofen.

 

15 Applicable law and place of jurisdiction
Unless otherwise agreed, the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods or other international conventions governing the sale of goods. The exclusive place of jurisdiction for all disputes arising from the business relationship and this agreement shall be Leutkich/Allgäu.

 

16. Partial invalidity
Should individual provisions of these terms and conditions be invalid in whole or in part, this shall not affect the validity of the remaining agreements. The parties shall replace an invalid provision with a provision that comes closest to the economic purpose of the invalid provision and is effective. Should the buyer's terms and conditions of purchase deviate from the above terms and conditions of sale, delivery, payment and guarantee, these shall only apply if they have been expressly confirmed by us.