General Terms and Conditions (GTC) for commercial transactions

 

General Terms and Conditions of Sale

 

I. Scope

1. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 para 1 of the German Civil Code (BGB). All deliveries, services and quotations issued by ProLux Systemtechnik GmbH & Co. KG, Am Schinderwasen 7, 89134 Blaustein (hereinafter referred to as ProLux) shall be made exclusively on the basis of these General Terms and Conditions of Sale. Any terms and conditions of the purchaser that conflict with or deviate from these Terms and Conditions of Sale shall only be recognised by ProLux if ProLux expressly agrees to their validity in writing.
2. These Terms and Conditions of Sale shall also apply to all future transactions with the purchaser, insofar as legal transactions of a related nature are concerned.
3. Individual agreements made with the purchaser in individual cases (including ancillary agreements, supplements and amendments) shall take precedence over these Terms and Conditions of Sale in all cases. Subject to proof to the contrary, a written contract or written confirmation by ProLux shall be decisive for the content of such agreements.

 

II. Offers and conclusion of contract

1. All offers made by ProLux are subject to change without notice and are non-binding unless they are expressly marked as binding or contain a specific acceptance period.
2. If an order is to be regarded as an offer pursuant to section 145 of the German Civil Code (BGB), ProLux may accept it within two weeks.

 

III. Documents that are provided

1. ProLux reserves the property rights and copyrights to all documents handed over to the purchaser in connection with the placing of the order – also in electronic form – such as calculations, drawings, illustrations, samples etc. These documents may not be made accessible to third parties, neither as such nor in terms of content, unless ProLux gives the purchaser its express written consent to do so. At the request of ProLux, the purchaser shall return these items to ProLux in full and destroy any copies that have been made if they are no longer required by the purchaser in the ordinary course of business and/or if negotiations do not lead to the conclusion of a contract.
2. If ProLux has delivered items according to drawings, models, samples or other documents handed over by the purchaser, the purchaser shall guarantee that the property rights of third parties are not infringed. If third parties prohibit ProLux from manufacturing and delivering such items by invoking property rights, ProLux shall be entitled - without being obliged to examine the legal situation - to cease any further activity in this respect and to claim damages if the purchaser is at fault. The purchaser also undertakes to immediately indemnify ProLux against all claims of third parties in connection therewith.

 

IV.Prices and payment

1. Unless otherwise agreed in writing, all prices are ex works, plus shipping costs and value added tax at the applicable rate and, in the case of export deliveries, any customs duties and fees.
2. Payment of the purchase price shall be made exclusively to the accounts stated on the invoice. The deduction of a cash discount is only permissible with a special written agreement.
3. Unless otherwise agreed, the purchase price shall be paid within 10 days from the date of the invoice, without any deductions. The date of receipt by the seller shall be decisive for the date of payment. If the buyer fails to make payment when due, interest of 3% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.
4. In the case of delivery of confirmed goods which are not accepted until two months or later after the conclusion of the contract (date of order confirmation), ProLux reserves the right to an appropriate price increase due to changes in wages and material costs.
5. ProLux is entitled to issue partial invoices for partial deliveries.
6. If ProLux becomes aware of the risk of insufficient solvency of the purchaser after the conclusion of the contract, ProLux shall be entitled to only carry out outstanding deliveries against advance payment. If the advance payments have not been made even after expiry of a reasonable grace period, ProLux may withdraw from individual or all of the affected contracts in whole or in part. ProLux shall be at liberty to assert further rights. If the purchaser is in default of payment, ProLux shall be entitled to take back the goods after setting a reasonable grace period. ProLux may also prohibit the resale and further processing of the delivered goods. Taking back the goods does not constitute a withdrawal from the contract.

 

V. Rights of retention

The buyer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship and is undisputed or has been legally established.

 

VI.Delivery time

1. Deadlines and dates for deliveries and services promised by ProLux shall always be approximate unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or the other third party commissioned with the transport.
2. The commencement of the delivery period stated by ProLux shall be subject to the timely and proper fulfilment of the purchaser's obligations. The defence of non-performance of the contract shall remain reserved.
3. If the purchaser is in default of acceptance or culpably violates other duties to cooperate, ProLux shall be entitled to demand compensation for the damage incurred by ProLux in this respect, including any additional expenses. ProLux reserves the right to assert further claims. If the conditions stated above are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the purchaser at the point in time at which the purchaser is in default of acceptance or the default of the debtor.
4. ProLux shall not be liable for impossibility of delivery or for delays in delivery insofar as these have been caused by force majeure or other events that were unforeseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, official measures, etc.) for which ProLux is not responsible. Insofar as such events make it significantly more difficult or impossible for ProLux to deliver or perform and the hindrance is not only of temporary duration, ProLux shall be entitled to withdraw from the contract. In the event of hindrances of a temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance. If the purchaser cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of a written declaration

 

VII.     Transfer of risk in the case of shipment

If the goods are shipped to the buyer at the buyer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer upon dispatch to the buyer. At the latest, this shall be upon handover (whereby the beginning of the loading process shall be decisive) of the delivery item to the forwarding agent / carrier. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

 

VIII.   Retention of title

1. ProLux retains title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if ProLux does not always expressly refer to this. ProLux is entitled to reclaim the object of sale if the purchaser acts in breach of contract.
2. The purchaser shall be obliged to treat the object of sale that is subject to retention of title with care. The object of sale subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claim. The purchaser shall inform ProLux immediately if an application for the opening of insolvency proceedings is filed and insofar as third parties have access to the object of sale.
3. The purchaser is entitled to resell the goods subject to retention of title in the normal course of business. The purchaser hereby assigns to ProLux the claims against the customer arising from the resale of the reserved goods amounting to the final invoice amount agreed with ProLux (including value added tax). This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The purchaser shall remain authorised to collect the claim even after the assignment. The authority of ProLux to collect the claim itself remains unaffected.

 

XI. Warranty and notice of defects as well as fallback/manufacturer's recourse

1. Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligations to inspect the goods and give notice of defects in accordance with section 377 of the German Commercial Code (HGB).
2. Claims for defects shall become statute-barred 12 months after delivery. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of death, physical injury and risk to health which are based on an intentional or negligent breach of duty by the user. The consent of ProLux must be obtained prior to any return of the goods.
3. If, despite all due care, the delivered goods point to a defect which was already present at the time of the transfer of risk, ProLux shall, subject to a timely notification of defects, either repair the goods or deliver replacement goods at its own discretion. ProLux shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims subject to a right of recourse shall remain unaffected by the above provision without restriction.
4.   If the subsequent performance fails, the purchaser may - irrespective of any claims for damages - withdraw from the contract or reduce the remuneration.
5.   Claims for defects shall not exist in cases where there is merely an insignificant deviation from the agreed quality, in cases where there is merely insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating resources or due to special external influences which are not assumed under the contract. If improper repair work or modifications are carried out by the buyer or third parties, there shall be no claims for defects for these or the resulting consequences.
6.   The purchaser's claims for expenses for the purpose of subsequent performance, especially transport, travel, labour and material costs, including any dismantling and installation costs, shall be excluded in cases where the expenses increase because the goods delivered by ProLux have subsequently been taken to a place other than the purchaser's place of business, unless the transfer is in accordance with their intended use.
7.   The purchaser shall only have a right of recourse against ProLux to the extent that the purchaser has not entered into any agreements with its customer that go beyond the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the purchaser's right of recourse against the supplier.

 

 

 

X.  Voluntary right of return

In addition to the statutory right of revocation, ProLux grants a voluntary right of return for a total of 30 days from receipt of the goods for all items purchased. The purchaser may withdraw from the contract, even after expiry of the 14-day revocation period, by returning the goods to ProLux within 30 days of receipt (period begins on the day after receipt of the goods), provided the goods are complete and in their original packaging and are in an unused and undamaged condition and the goods are not specially made to customer specifications. Timely dispatch is sufficient to meet the deadline. The contractually granted voluntary right of return does not affect all statutory rights and claims. In particular, the statutory right of revocation and the statutory warranty rights shall remain unrestricted for the purchaser.

 

XI. Special provisions for orders via the online shop

1.   The illustration and description of goods and services in the ProLux online shop do not constitute a legally binding offer, but are a non-binding invitation to order goods in the shop.
2.   The order may be placed in writing, online in the shop, by e-mail, by fax or by letter post and shall be deemed a binding offer of contract by the customer.
3.   In the online shop, the customer makes a binding offer to purchase by clicking on the "Buy" button (Sect. 145 German Civil Code (BGB)).
4.   After receipt of the purchase offer, the purchaser shall receive an automatically generated e-mail with which ProLux confirms that the purchaser's order has been received. (confirmation of receipt). This confirmation of receipt does not yet constitute acceptance of the purchase offer. The confirmation of receipt does not mean that the contract is yet concluded. ProLux may accept the customer's offer within two working days after receipt by sending an order confirmation by e-mail.
5.   A purchase contract for the goods shall only be concluded if ProLux expressly declares acceptance of the purchase offer.

 

XII.     Miscellaneous

1.   This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2.   The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be the registered office of ProLux, unless stated otherwise in the order confirmation.
3.   All agreements made between the parties relating to the performance of this contract are set out in writing in this contract.

 

Contact address and registered office:

ProLux-Systemtechnik GmbH & Co. KG, Am Schinderwasen 7, 89134 Blaustein, Germany.

 

Commercial register entry: Ulm District Court HRA 2810

VAT no.: DE-812568172

Authorised representative: Georg Windeisen

Status of the general terms and conditions: 14.02.2022