Terms & Conditions

General Terms and Conditions of Sale, Delivery & Payment (GTC)

PV-Engineering GmbH – Hugo-Schultz-Straße 14 - 58640 Iserlohn - Germany

I. General - Scope

The terms and conditions apply to all present and future business relationships between us and the customer.
Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if we are aware of them, unless their validity has been expressly agreed to in writing.
If not expressly stipulated, the text form is also valid along with the written form.

II. Conclusion of Contract

Our offers are non-binding in the absence of any other agreement. Technical modifications remain reserved insofar as they are reasonable.
The customer must inform us prior to the conclusion of the contract if the goods to be ordered are intended for use in the medical sector or in aviation.
By placing an order for goods, the customer declares a binding intention to purchase the ordered goods. The customer alone is responsible for the correct selection of the goods and the quantity.
If an agreement is concluded without written statements (order and confirmation) being simultaneously available from both parties, firstly our written confirmation is decisive and, if this is not available, the order of the customer.
The information contained in brochures or similar documents, as well as the details provided in an offer, such as illustrations, drawings, descriptions, dimensions, weights, performance and consumption data, or information regarding the usability of equipment for new technologies, shall be considered approximate only, unless expressly agreed as binding.
If several customers are parties to the contract, they mutually authorize each other to receive our legally binding declarations in all matters relating to the purchase. Performance on our part to any one of the customers shall be deemed effective for and against all other customers.
We are entitled to accept the contractual offer contained in the order within two weeks of its receipt by us. Acceptance shall be effected either by written confirmation or by delivery of the goods to the customer.
Any changes or additions to an order shall always require our written confirmation.
The conclusion of the contract is always subject to the correct and timely delivery to us by our suppliers. This shall apply only in cases where non-delivery is not attributable to us, in particular if a congruent covering transaction has been concluded with our supplier. The customer will be informed without delay of the unavailability of the performance. Any consideration already received will be refunded without delay.
The applicability of Section 312e (1) Nos. 1–3 of the German Civil Code (BGB) is excluded.
If the customer orders the goods electronically, the contract text will be stored by us and sent to the customer by e-mail upon request, together with these General Terms and Conditions.

III. Retention of Title

Nos reservamos la propiedad de la mercancía hasta el pago íntegro de todas las deudas derivadas de una relación comercial en curso.
During the period of retention of title, the goods owned by us shall be insured against fire, water, theft and burglary. The rights arising from the insurance shall be assigned by the customer to us. We hereby accept this assignment.
For the duration of the retention of title, the customer is obliged to inform us without delay of any third-party access to the goods, for example in the event of a seizure, as well as of any damage to or destruction of the goods. The customer must also notify us immediately of any change of possession of the goods or any change of the business address. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO) in the event of a seizure, the customer shall be liable for the loss incurred by us in this respect. However, the customer may not pledge the delivered goods or assign them by way of security.
In the event of any breach of contract by the customer, in particular in the case of default of payment or breach of an obligation under Sections 2 and 4 of this provision, we shall be entitled to withdraw from the contract and demand the return of the goods.
The customer shall be entitled to resell and further process the goods in the ordinary course of business. The customer hereby assigns to us, with priority over the remainder, all claims arising against third parties from such resale and/or further processing, including all ancillary rights, in the amount of the invoice value plus 20%. We hereby accept this assignment. Following the assignment, the customer is authorized to collect the claim(s), but not to reassign and/or pledge them and/or agree on prohibitions of assignment with subsequent purchasers or other third parties. We reserve the right to collect the claim ourselves as soon as the customer fails to duly meet his payment obligations and is in default of payment. In the event of (imminent) insolvency or in the case of an application for the opening of insolvency proceedings, the customer shall immediately disclose to us the assigned claims and their debtors, notify the debtors of the assignment, and hand over to us all documents necessary for the collection of the claims.
The processing and transformation of the goods by the customer shall always be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us plus 20% to the other processed items. The new item shall be properly and gratuitously stored by the customer. The same shall apply if the goods are combined or mixed with other items not belonging to us.
We undertake to release the securities to which we are entitled at the customer’s request to the extent that the value of such securities exceeds the secured claims by more than 20%; the selection of the securities to be released shall be at our discretion.

IV. Prices/Payment

All prices offered are binding, apply only to the specified quantity, are exclusive of packaging and freight, and are ex works plus statutory VAT.
If our own costs, e.g. for production materials, energy, operating supplies, freight and/or wages/salaries, increase or decrease between the conclusion of the contract and delivery, we shall be entitled, irrespective of the offer and order confirmation, to adjust the sales price and/or the shipping costs accordingly.
We reserve the right to charge an additional fee for any duties or levies imposed by federal or state law that increase the cost of the goods, and the customer shall not be entitled to withdraw from the contract on this basis.
Payment shall be due in EURO prior to shipment of the goods against a (pro forma) invoice, without deduction (bank transfer only). Any other terms of payment, in particular the acceptance of bills of exchange and checks, require a written agreement.
During the period of default, the customer shall pay interest on the outstanding debt at a rate of 8% above the base interest rate. We reserve the right to prove and claim a higher damage caused by default.
Incoming payments shall be applied to the oldest outstanding claim. Checks and bills of exchange shall only be accepted if expressly agreed, subject to their encashment, and on account of performance only; there shall be no obligation to accept bills of exchange. We shall be entitled to set off claims of the customer against us with claims the customer may have against our parent, subsidiary, sister, or other affiliated companies.
In the case of an advance payment and partial deliveries, the advance payment may only be offset against the final installment.
Credits for bills of exchange and checks shall be made subject to receipt and less our costs and expenses incurred in this respect.
Customer rights for offsetting accounts or a right of retention for the payment may only be exercised when the customer's counter-claims have been legally stipulated or accepted by us.
A right of retention may only be exercised if the customer’s counterclaim is based on the same contractual relationship.Separate payment terms shall apply to foreign deliveries.Payments to our employees may only be made if they can provide appropriate collection authorization.In the event of material changes in the customer’s financial circumstances, in particular in the case of (imminent) insolvency, we shall be entitled either to withdraw from the contract or to demand advance payment or security for the whole or part of the purchase price. If the customer refuses to provide such security, we shall also be entitled to withdraw from the contract after the expiry of a reasonable payment period. If the customer falls into arrears with (partial) payments due to (imminent) insolvency, we shall be entitled to withhold any further deliveries until the outstanding claim has been settled. The customer’s obligation to accept delivery shall remain unaffected.

V. Shipping / Delivery / Transfer of Risk / Packaging

Unless otherwise agreed, the choice of the shipping method shall be at our discretion, and shipment of the goods shall be at the customer’s expense and risk.
The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon handover in the case of collection from our works, or, in the case of a sale involving shipment, upon delivery of the goods to the carrier, freight forwarder or any other person or institution designated to carry out the shipment. Unless otherwise agreed, the conclusion of transport insurance shall be the sole responsibility of the customer.
Partial deliveries are permitted.
1. If the customer, after written reminder, is in default regarding his duty of provision or cooperation, we shall be entitled, after granting a written grace period of 14 calendar days, at our discretion to withdraw from the contract and claim damages.
2. Goods reported as ready for dispatch must be called off by the customer without delay, but no later than within 10 calendar days after notification. If no call-off is made, we shall be entitled to store the goods at the customer’s expense and risk at our own discretion and to invoice them as delivered ex works. Storage charges amount to 1% of the invoice value for each commenced month and are limited to 5% of the invoice value, without prejudice to our right to prove higher storage costs.
3. Persons signing the delivery note shall be deemed authorized vis-à-vis us to accept the goods and to confirm receipt, and by signing the delivery note to acknowledge our delivery record.
Handover shall be deemed to have taken place if the customer is in default of acceptance.
In the absence of specific instructions, shipment shall be made at our best discretion, however without any obligation to choose the cheapest method of transport. Any costs arising from partial deliveries shall be borne by the customer.
For call-off orders, we grant a period of 3 months from the date of the order, unless otherwise agreed. Once the acceptance period has expired, we shall be entitled, at our discretion, either to invoice the goods or to cancel the order with respect to the unfulfilled part of the contract.
Delivery periods shall always be non-binding unless expressly agreed otherwise. The customer shall be entitled to withdraw from the contract due to delayed delivery only after the expiry of a reasonable grace period. The non-fulfillment of customer obligations under the contract—such as providing necessary materials, documents, approvals, authorizations, or adhering to agreed payment terms including advance payments—shall suspend the obligation to deliver and exclude any claim for timely delivery.
In the event of our delayed delivery, the buyer is obliged, upon our request, to declare without delay whether he/she intends to withdraw from the contract due to the delay or insists on performance.
Force majeure affecting us or any of our suppliers, such as operational disruptions of any kind, in particular machine breakdowns, strikes, work stoppages, lockouts, faults in raw materials required for production not caused by us, traffic disruptions, transport delays, and all other unforeseen circumstances beyond our control not listed here, shall entitle us, at our discretion, to suspend or terminate the delivery obligation in whole or in part. In the event of delays in delivery, the customer remains obliged to accept the goods.

VI. Liability for Defects

We are liable for defects in the goods delivered by us, at our discretion, initially either by repair or replacement. In the case of repair, we bear all labor and material costs necessary for this purpose.
Insignificant defects do not entitle the customer to refuse acceptance of a delivery.
El cliente debe notificarnos por escrito cualquier defecto evidente dentro de los 8 días naturales siguientes a la recepción de la mercancía y antes de cualquier procesamiento; de lo contrario, se excluyen las reclamaciones por defectos. El envío oportuno de la notificación de defectos es suficiente para cumplir con el plazo. Si, debido a una urgencia especial, la notificación de defectos se realiza verbalmente o por teléfono, debe ser confirmada por escrito. Para que podamos verificar los supuestos defectos, la mercancía debe permanecer, en la medida de lo posible, intacta.
The customer shall bear the full burden of proof for all requirements of a claim, in particular for the defect itself, the time of its discovery, and the timeliness of the notice of defect.
If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages on account of the defect.
If the customer claims damages after subsequent performance has failed, the goods shall remain with the customer, provided this is reasonable for him. The damages shall be limited to the difference between the purchase price and the value of the defective goods. This shall not apply if the breach of contract was fraudulently caused by us.
Claims for defects shall become time-barred one year after delivery of the goods. This shall not apply if the defect was not notified to us in due time (Section 3 of this provision).
We assume liability for defects only for the use and application of the goods under normal operational and climatic conditions. If the goods are intended for special conditions and we were not informed of this beforehand, or if the customer modifies the goods improperly, liability for material defects shall be excluded.
The condition of the goods shall generally be deemed agreed only as set out in our product description or in the offer. Public statements, promotions or advertising do not constitute contractual descriptions of the quality of the goods.
If the customer receives a defective assembly or operating manual, we are only obliged to supply a fault-free manual, and only if the defect in the manual prevents proper assembly.
The customer does not receive any guarantees from us in the legal sense. Any manufacturer’s warranties shall remain unaffected.

VII. Limitations of Liability

In the case of slightly negligent and non-essential breaches of duty, our liability shall be limited to the foreseeable, contract-typical, direct average damage according to the nature of the goods. This shall also apply to slightly negligent and non-essential breaches of duty by our legal representatives or vicarious agents.
The above limitations of liability do not affect the customer’s claims under product liability. Furthermore, the limitations of liability do not apply in cases of bodily injury or damage to health attributable to us, or in the event of loss of the customer’s life.
The customer’s claims for damages due to a defect shall become time-barred one year after delivery of the goods. This shall not apply in cases of gross negligence or fraudulent intent attributable to us, nor in cases of bodily injury or damage to health attributable to us, or in the event of the customer’s death.
If our products are to be used in the medical sector or in aviation, this shall require our prior approval.

VIII. Contractual Right of Return

If a right of return has been contractually agreed for individual products, the goods must be handled with care and returned to us in full, in perfect condition, and in the original packaging, free of charge, on the agreed date in order for this right to be validly exercised. In the case of shipment, the customer must pack the goods securely for transport and insure them at his own expense. The costs for both delivery and return shall be borne by the customer.
The right of return is excluded for sealed goods if the sealed packaging has been opened or damaged. The same applies to software downloads via our websites.
Individually created or personalized licenses or products are excluded from return.

IX. Privacy Policy

We store and process personal data disclosed to us only for the purpose of performing the respective contract and only to the extent necessary to safeguard our legitimate interests, provided that, after careful consideration of interests, there is no reason to assume that the customer’s legitimate interest in excluding the processing or use outweighs our interest. To this extent, the customer consents to the storage, transmission, and use of his data.

X. Final Provisions

Place of performance for all obligations shall be Iserlohn.
The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The contract language is German.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Iserlohn. The same shall apply to all present and future claims arising from the business relationship, whether the party to be sued has moved its residence or habitual place of abode outside the scope of German law, has never had one there, or if this is unknown at the time the action is filed. The same applies if claims are asserted by way of check, bill of exchange, or dunning procedures.
Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

Iserlohn, 01. August 2018