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Conditions of purchase

General Terms and Conditions of the PFAFF Industriesysteme und Maschinen GmbH, Kaiserslautern for the purchase of goods and the use of services

PFAFF Industriesysteme und Maschinen GmbH

Hans-Geiger-Straße 12
67661 Kaiserslautern, Germany

§1 Inclusion and protection clause

(1) The following General Terms and Conditions apply to all contracts concerning the purchase of goods and the use of services and all other legal relationships connected with these contracts, unless these have been excluded by our express written consent or altered by individual written agreements.
(2) Once our General Terms and Conditions have become part of the contract, they also apply to all other legal relationships with the supplier.
(3) The General Terms and Conditions of the supplier are herewith expressly contradicted. They will only become part of the contract when we, in exceptional cases, give our consent expressly and in written form.

§2 Enquiries without obligation, right of cancellation of orders

(1) Unless otherwise expressly agreed in written form, our enquiries and requests for offers are always without obligation and cannot be considered as a declaration of intent within the meaning of the BGB (German Code of Civil Law).
(2) Until the formation of a contract with the supplier we may freely cancel our orders. The cancellation can be stated in written form, in text form, in electronic form or by telex (including fax or E-mail). The date of dispatch of the statement and not the date of arrival at the supplier’s premises applies for the timely delivery of the cancellation.

§3 Obligation to provide information about postal address Upon our request the supplier must inform us of his complete address (including the name of the road and the house number). In this respect it is not sufficient to merely supply details of P.O. boxes or major customer postal codes.

§4 Details of price

(1) The price shown on the order is a binding fixed price and includes delivery „free house“ including packaging. (2) If legal value added tax is due, this is included in the price.
(3) Deliveries against cash in advance, payments on account or on delivery on not permitted.

§5 Descriptions of goods

(1) Descriptions and details of dimensions of the goods supplied in technical drawings, illustrations, specification sheets and diagrams, product information, brochures, advertising material or catalogues issued by the supplier, the manufacturer or a contractor involved in the delivery chain, are regarded as a binding condition agreed between ourselves and the supplier.
(2) For other public statements about the goods, the supplier is only responsible in accordance with the legal regulations.

§6 Place of performance and passing on of risk

(1) The services of the supplier concern the supplying of the goods to our address. The supplier must deliver the goods to our place of business without extra charges (free house) and during our normal business hours. We reserve the right to also name another place of delivery when ordering.
(2) The risk of accidental loss and depreciation are not transferred to us until the goods have been delivered.
(3) We have the right, but not the obligation, to insure deliveries against transport damages, loss and incorrect loading.
(4) We have the right, but not the obligation, to return the packaging.

§7 Part deliveries We have the right, but not the obligation, to accept part deliveries.

§8 Time of performance

(1) The delivery times, dates and deadlines stated in the order are binding.
(2) Deliveries must be made during our normal business hours. If the supplier does not conform to these times, we are not in default in accepting the delivery of goods.
(3) As soon as the supplier recognises that the agreed delivery time cannot be met, he is obliged, to inform us of this immediately in writing. For this purpose text and electronic form, including fax and E-mail, are also sufficient.
(4) In case of delayed delivery we are entitled to legal claims to their full extent. §9 Supplier’s reservation of ownership Any kind of reservation of ownership of the supplier is excluded.

§10 Invoice

(1) The supplier must draw up a proper written invoice in accordance with the aspects of the tax and commercial laws.
(2) The supplier must also quote the details of the order (order number, date of order) and, if available, the number and date of the delivery note in the invoice.
(3) In particular the supplier must show the VAT in the invoice in accordance with the tax regulations.
(4) The invoice must be made out to and addressed to us.
(5) In addition the complete bank account details of the supplier must be quoted in the invoice (account number, institute managing the account, bank code).
(6) Until we have received an invoice in accordance with the requirements of paragraphs 1 to 4 inclusive, we have the right to withhold payment to the amount of the full price for the services of the supplier.

§11 Terms of payment

(1) The agreed price is not due until after the complete and faultless delivery of services by the supplier and the receipt of a properly written invoice.
(2) We will pay cash-free by giro. We have the right but not the obligation to make payment in other forms.
(3) By payment within a term of one month, calculated from the time named in paragraph 1, our payment is not overdue. Due date interest is excluded.
(4) By payment within two weeks, calculated from the time named in paragraph 1, we are entitled to 3 percent discount.
(5) Place of performance for the fulfilment of our payment obligation is the registered office of our company.
(6) In case of delayed payment by us, the compensation we have to pay for this delay is limited to the payment of interest for late payment as set down by law.

§12 Special regulation for contract for services

(1) Provided that we have made a contract for services with the supplier, the supplier’s claim for payment for services is not due until after the express written acceptance by us of the complete and faultless services.
(2) Tacit acceptance is excluded.
(3) Part payments and part acceptances are not agreed.

§13 Cession of our property to the supplier

(1) If we cede our property to the supplier for the fulfilment of the contract, it remains our property. The supplier must only use the things ceded by us for the purpose defined in the contract. In particular the supplier must only use tools, moulds and jigs ceded by us exclusively for the production of the goods ordered by us.
(2) The supplier will perform processing or reconstruction for us.
(3) If an item ceded to the supplier by us is mixed inseparably with items, which do not belong to us, then we obtain joint ownership of the new article in proportion to the value of the article ceded by us to the other mixed objects at the time they were mixed. If the articles are mixed in such a way that the property of the supplier has to be regarded as the main object, the supplier agrees now, to transfer his part to us as joint property and to safe-keep the object for us in this respect.
(4) In the case of a combination with another moveable goods not belonging to us, paragraph 3 will be applied accordingly.
(5) As far as the ceded articles are not designed per contract for processing, reconstruction, mixing or combination, these are only on loan to the supplier and must be returned to us unsolicited after completion of the contract
(6) The supplier is obliged to insure at his own cost the tools, moulds and jigs ceded to him, and which are our property, for their replacement value against damage and loss, in particular against damage by fire, water or theft. The supplier already transfers all claims for damage against the insurer to us, we accept the transfer. In addition the supplier is obliged to carry out at his own cost all necessary servicing, inspection, maintenance and repair work in due time, and to inform us immediately in writing of any malfunctions or damages. Upon our previous written request (text or electronic form, including E-mail and fax are sufficient in this case) the supplier is obliged to allow us to inspect our objects during normal business hours at his premises.

§14 Confidentiality obligation and right to reserve property rights

(1) The supplier is obliged to use all information or documents, in particular samples, models, illustrations, drawings and calculations received from us or from third parties acting on our behalf, for the fulfilment of this contract only, to treat them as confidential, and only to make them accessible to third parties after our express, previous, written consent. Copying and processing require our previous, express written consent. This also applies to the storing of information on information carriers, which belong to the supplier. Sentences 1 to 3 do not apply, if it is a question of obvious information, or if the documents referred to in sentence 1 contain exclusively obvious information. The obligations in accordance with sentence 1 to 3 expire thirty years after completion of the contract.
(2) Paragraph 1 applies accordingly to products, which are manufactured in accordance with the information and documents named therein.
(3) We reserve all protective rights on the information and documents named in paragraph 1. Copying and processing carried out in accordance with paragraph 1, sentence 2, must be irretrievably destroyed after the completion of the contract. Information within the meaning of paragraph 1, which is on information carriers belonging to the supplier (see paragraph 1, sentence
3), must be irretrievably deleted after completion of the contract.

§15 Warranty rights for defects

(1) We have the right, but not the obligation, to examine the goods delivered for defects. With regard to the goods delivered we are not obliged to examine the goods or give notice of defects. Provided the delivery is a mutual commercial transaction, § 377 of the Commercial Code (HGB) is excluded by agreement.
(2) We are entitled to the full legal warranty rights for defects including the contractor’s recourse under § 478 German Civil Code (BGB), version valid on 01.01.2002.
(3) In addition to these legal regulations of the German Civil Code, in case there are faults or deficiencies in title, we also have the right to withdraw from the contract, or to claim a reduction, even without setting an extension period.
(4) We have the right to determine whether the supplier must fulfil the legal right of subsequent fulfilment in accordance with § 439 German Civil Code, version valid on 01.01.2002, by correcting the defect or by delivery of an article without defects.
(5) The unconditional payment of the price demanded or the unconditional acceptance of the delivery or of a sample delivery are not an acceptance of the delivery as a service as stipulated in the contract, nor an approval of the sample or a waiver of our rights.
(6) If a defective article is delivered to us for the purpose of fulfilling the contract, we have the right to keep this in place of the goods legally due and to refuse a subsequent improvement or subsequent fulfilment. We also have the right to keep surplus goods, if too many are delivered, without the agreed price being changed.
(7) If we return an article to the supplier which is defective or otherwise not in accordance with the contract, we have the right, but not the obligation, to send this article back to the supplier not pre-paid at his cost and risk, the supplier is obliged to accept the returned article. We have the right to charge the supplier a standard rate of 10 Euros – plus packaging and forwarding expenses – for handling costs incurred. We are allowed to charge the supplier for expenses incurred for temporary storage, or, if we wish, to charge him the normal storage costs for similar goods. Sentence 2 and 3 apply accordingly, if we have to store the delivered goods for the purpose of the supplier’s legally due subsequent fulfilment of the contract on our premises or on the premises of a third party. (8) If the supplier delivers a different article or a smaller quantity, this is equal to a fault or defect within the meaning of paragraphs 1 to 7.
(9) In particular it is also regarded as a deficiency in title, if the supplier infringes the property rights of third parties with an offer or delivery of goods.

§16 Compensation for damages in cases of breach of obligation

(1) The supplier must pay compensation in cases of breach of legal or contractual obligations towards us, from which damage occurs to us. He must answer for his own deliberate faults and negligence, as well as for the deliberate faults and negligence of his employees. In particular the delivery of a defective article is considered as a breach of contract.
(2) Even if he is not to blame, the supplier is also liable for breach of contract, if the cause of this breach of contract is exclusively in the sphere of risk of his own company and it is not a case of force majeure.
(3) Within the framework of his liability for damages, the supplier is also obliged, upon our written request, to exempt us from claims for damages from third parties, which were caused by a fault or deficiency of title of the goods delivered or another breach of obligation for which the supplier if liable for damages.
(4) The compensation for damages due to a defect of the delivered goods or breach of obligation for which the supplier is liable for compensation also includes our expenses for a recall action. Upon our written request, the supplier is obliged to pay an adequate sum in advance.

§17 Limitation

(1) Our claims from legal relationships with the supplier fall under the statute of limitation within twenty years from the date of origin of our claim – unless a thirty year period results by law.
(2) Contrary to paragraph 1, our claim for subsequent fulfilment and our rights of cancellation and reduction due to faults – with the exception of our rights and claims on the supplier from the contractor’s recourse - (in accordance with § 478 German Civil Code (BGB), version valid on 01.01.2002)- – fall exclusively under the legal statutes of limitation. All steps of the supplier for the subsequent fulfilment due to our warranty rights for defects result in the new beginning of the limitation period.
(3) The claims of the supplier to payment of the purchase price fall under the statute of limitation – regardless of negligent knowledge or ignorance - within four years, beginning at the end of the year, in which the claim arose.
(4) In all other cases the period of limitation is based exclusively on the legal regulations.

§18 Set-off

(1) We are entitled to set-off and retention rights to the full legal extent – irrespective of any extension contained in these terms and conditions.
(2) A set-off against our claims is only permitted if the supplier has undisputed or legally established claims.

§19 Transfer of rights and assignment of claims

(1) The supplier may only transfer or assign his rights, in particular claims against us, from this contract to third parties wholly or in part, or even merely as protection, with our previous written consent.
(2) We must be informed immediately in writing of execution actions, which concern claims or demands on us - text and electronic form, including E-mail or fax is adequate in this case.

§20 Choice of valid law

(1) The law of the Federal Republic of Germany applies exclusively to all legal relationships between the contract parties.
(2) The application of international commercial law is expressly excluded.

§21 Written form

(1) All agreements met between the parties categorically require the written form. To become legally effective, contrary to sentence 1, verbal sub-agreements, contract supplements or modifications require at least our written confirmation.
(2) The text or electronic forms, including E-mail, fax or telex are only adequate, if these are expressly permitted in these terms and conditions.

§22 Place of jurisdiction

(1) It is agreed to submit exclusively to the jurisdiction of the Federal Republic of Germany for all future disputes resulting from the legal relationships between the parties.
(2) As far as the supplier is a merchant, a legal entity under public law, or it is a question of special funds under public law, or it is legally possible to agree on this for other legal reasons for disputes within the meaning of paragraph 1, Kaiserslautern will be the exclusive place of performance and jurisdiction.
(3) Irrespective of paragraph 1 and 2 we are entitled to take legal action at the supplier’s place of business, too, or to claim the forum actus in tort cases for ourselves.

§23 Severability clause If one of the terms become invalid, this will not effect the validity of the other terms. Both contract parties agree to replace the invalid term with one which comes as close as possible to its economic purpose.

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PFAFF is the exclusive trademark of VSM Group AB. | PFAFF Industriesysteme und Maschinen GmbH is an authorized licensee of the PFAFF trademark.
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