General Terms and Conditions (GTC)

1. general, scope of application

These contractual terms and conditions apply to all deliveries and services of Perfonet Lochsysteme GmbH (hereinafter referred to as "Seller" ) and only insofar as the Buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code).
Deviating or additional contractual or delivery conditions of the Buyer shall not become part of the contract, even if these are not expressly contradicted elsewhere.
The scope of the deliveries and services and thus the content of the contract shall be determined exclusively by the written declarations of the parties to the contract. Verbal agreements are only legally effective if they are confirmed in writing by the seller. The written form not only serves to preserve evidence, but is also a prerequisite for validity.

2. offer and conclusion of contract

The Seller's offers are always subject to change and are therefore to be understood as an invitation to submit an offer. Offers made by the Buyer shall be processed immediately, at the latest within 4 weeks of receipt by the Seller. The Buyer shall remain bound by his offer until this time.
A legally binding contract is only concluded with the written order confirmation of the seller and its receipt by the purchaser.
The Seller reserves all property rights and copyrights to plans, drawings and other documents (hereinafter referred to as "Documents" ) without restriction. Such Documents may only be made accessible to third parties with the prior written consent of the Seller and must be returned to the Seller immediately upon request if a contract is not concluded between the Seller and the Buyer.
Samples and specimens shall only be deemed to be an agreement on quality if expressly confirmed in writing.
In general, the Seller shall not issue any guarantee declarations.

3 Prices, payments

Prices are quoted ex works of the Seller in Lahr, excluding packaging, plus the applicable statutory value added tax.
Prices quoted in price lists, catalogs and brochures are subject to change.
Unless otherwise agreed, the entire purchase price is due immediately after delivery and without deduction of discount. Payments shall be deemed to have been made on time if the seller's account is credited on the due date at the latest. The Buyer shall bear the costs of payment transactions.
Discounts may only be deducted by the Buyer if expressly agreed in writing and in compliance with the agreed discount periods. If only partial payments are made on the seller's invoices or if the gross invoice value is less than € 200.00, a discount deduction is generally not permitted. Agreed discounts may only be deducted from the invoice value excluding the costs of packaging and freight. Unless otherwise agreed, discount periods shall commence on the invoice date.
The customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that such rights of retention or counterclaims are undisputed or have been legally established.
Prices shall only remain valid if the customer accepts the goods within the agreed deadlines. If the Buyer is in default of acceptance, the Seller may increase its prices appropriately from this point in time due to increased material or labor costs.

4 Delivery, dispatch, delivery periods

Unless otherwise agreed, the Seller shall be obliged to hand over the delivery item to the Purchaser at the location of its plant in Lahr.
If, according to the agreements in the contract, the shipment is to be made to the Buyer or to a delivery address requested by the Buyer, the shipment shall be made at the Buyer's expense and risk. In this case, the loading point at the seller's factory in Lahr shall be the place of performance. The route and means of shipment shall be determined by the Seller at its reasonable discretion.
Insurance of the delivery at the instigation of the Seller shall only be effected at the express request and expense of the Buyer.
Compliance with delivery deadlines is subject to the timely receipt of all documents and plans to be supplied by the Buyer under the contract or the timely inspection and approval by the Buyer of plans and drawings prepared by the Seller. If agreed deadlines in this sense are exceeded by the Buyer or if official certificates, other letters of credit or guarantees to be procured by the Buyer are not available on time or if advance payments agreed with the Seller are not made by the Buyer on time, the delivery deadlines shall be extended to a reasonable extent, but at least by the time of the delayed payment, handover of the documents, plans, receipt of approvals, procurement of official certificates or other letters of credit and guarantees by the Buyer.
The agreed delivery period shall be deemed to have been met if the delivery item has left the Seller's works or readiness for dispatch has been notified by the time it expires, but the Buyer declares that it is not in a position to accept the delivery.
Unforeseen obstacles to delivery which do not fall within the Seller's sphere of responsibility or risk, such as force majeure or other unavoidable circumstances, shall lead to an extension of the delivery period by the duration of the obstacle plus a reasonable surcharge for the execution of the delivery after the obstacle has ceased to exist. The Seller shall inform the Buyer immediately of the beginning and end of such circumstances. If such an impediment persists for a period of more than 3 months, the parties to the contract shall be entitled to withdraw from the contract. Claims against the respective other party cannot be asserted due to such a withdrawal.
The Seller is entitled to make partial deliveries if such partial deliveries are reasonable for the Buyer.
The Seller shall select the packaging for the delivery items.
The Buyer shall dispose of the packaging unless the Seller requests the return of the packaging.

5 Retention of title

The Seller retains title to all goods delivered by him until all claims arising from the business relationship with the Buyer have been settled (goods subject to retention of title).
If, as a result of processing, combining or mixing, the goods subject to retention of title become part of a new item belonging to the Buyer, the Seller shall acquire co-ownership of the uniform item in a proportion corresponding to the value of the goods subject to retention of title in relation to the value of the goods combined with them at the time of processing, combining or mixing.
The Buyer shall be entitled to resell the goods delivered by the Seller in the ordinary course of business. The purchaser is not authorized to dispose of the goods in any other way, in particular to pledge them or assign them as security. Upon conclusion of the contract, the Buyer assigns to the Seller all future claims arising from the resale of the reserved goods delivered by the Seller against the Buyer's customers or for any other legal reason in connection with the reserved goods (e.g. insurance claims, claims in tort). If the reserved goods are resold together with other goods or objects without an individual price having been agreed and stated for the reserved goods, the Buyer shall assign to the Seller that part of the total price claim which corresponds to the price of the reserved goods invoiced by the Seller to the Buyer.
The right to resell the goods delivered under retention of title and to collect the assigned claims from the resale shall apply until revoked by the Seller. In the event of good cause, in particular in the event of default in payment or in the event of suspension of payments, an application for the opening of insolvency proceedings or in the event of the opening of insolvency proceedings, the Seller shall be entitled to revoke in writing with immediate effect the right granted to the Buyer to resell the goods and to collect the assigned claims from the resale. In this case, the Buyer shall be obliged, at the Seller's request, to name the debtors of the assigned claims in writing, to notify them of the assignment and to hand over the assignment notices to the Seller. If the Buyer fails to comply with the obligation to disclose the assignment notices despite being requested to do so and a deadline being set, the Seller shall be entitled to disclose the retention of title to the debtors.
The Seller undertakes vis-à-vis the Buyer to release securities within the meaning of the above provisions at the Buyer's request insofar as the value realizable from the sale of the goods exceeds the claims to be secured by more than 10%.

6. material defects

The statutory provisions shall apply to the Seller's liability for material defects. Deviating from this, claims for defects within the meaning of § 438 para. 1 no. 3 BGB shall become statute-barred within 1 year, whereby the limitation period shall commence upon delivery of the goods to the customer. Delivery in this sense means handover to the purchaser; in the case of sale by dispatch, the period begins as soon as the goods are made available to the purchaser at the place of destination.
Notification of defects by the Buyer to the Seller must always be made in writing immediately after a defect becomes known. Express reference is made to the provision of § 377 HGB (German Commercial Code).
The Seller shall not be liable for such defects which are attributable to incorrect or incomplete information provided by the Buyer, to transmission errors in call-offs or to materials supplied or prescribed by the Buyer.
In the event of the existence of a material defect, the Buyer shall first grant the Seller the opportunity for subsequent performance within a reasonable period of time. The Seller shall be entitled to at least 2 attempts at subsequent performance. Only if the subsequent performance has failed can the purchaser - without prejudice to any claims for damages - reduce the remuneration.
Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality and, in particular, not in the case of deviations in the color, surface quality, strength, water absorption behavior and the like of the wood products processed by the Seller and delivered to the Buyer, which are customary, due to the nature of the wood material and acceptable to the Buyer. The assessment of the existence of a defect in the sense described above must be carried out from the usual distance.
Claims of the Buyer for transport, travel, labor and material costs incurred in connection with the subsequent performance are excluded to the extent that these increase because the object of the delivery has subsequently been taken to a place other than the place of delivery agreed at the time of conclusion of the contract. The Seller shall not be liable for the costs incurred by the Buyer for the removal of the defective purchased item and the installation of a defect-free replacement item as part of the replacement delivery, unless the Seller is at fault in exceptional cases.
Claims for rescission or damages are excluded unless otherwise agreed elsewhere in these General Terms and Conditions or in the contract. However, claims for damages are only excluded subject to the following provision:
The seller is liable for damages resulting from injury to life, limb or health that are based on an intentional or negligent breach of duty by the seller or its legal representatives or vicarious agents, and also for other damages that are based on an intentional or grossly negligent breach of duty by the seller or its legal representatives or vicarious agents.

7 Other claims for damages

Unless otherwise stipulated in the above provisions, claims for damages by the Buyer against the Seller are excluded, irrespective of the legal grounds, in particular due to the breach of duties arising from the contractual obligation and from tort.
This shall not apply in cases of liability based on statutory provisions under the Product Liability Act in cases of intent or gross negligence on the part of the Seller, its legal representatives or vicarious agents or due to negligent injury to life, limb or health.
Claims for damages for breach of material contractual obligations shall be limited to foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

8. other agreements

Company-related data of the Buyer shall be stored by the Seller in machine-readable form and processed within the scope of the purpose of the business relationship. All data shall be treated confidentially. The storage period is up to 5 years after termination of the last contractual relationship. Storage beyond the end of the contract is carried out in particular in the interest of clarifying any billing or liability issues. The customer's data shall only be passed on to third parties in the context of the dispatch of goods to the customer or for the purpose of debt collection or outsourced debtor management and only to the extent necessary for the proper execution of the contract.
Amendments, supplements and the rescission of the contract concluded with the Buyer for deliveries and services of the Seller as well as these General Terms and Conditions of Contract must be made in writing. The same applies to amendments, supplements and the rescission of this written form clause.
Should one or more provisions of these General Terms and Conditions or of the respective contract be or become invalid due to a breach of mandatory law, this shall not affect the validity of the remaining provisions of these General Terms and Conditions or of the respective contract. In such a case, the parties to the contract undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to what the contracting parties intended or would have intended in terms of meaning and purpose if they had recognized the invalidity.

9 Applicable law, place of performance, place of jurisdiction

The legal relationship between the parties to the contract shall be governed by German law as applicable between German merchants.
The place of performance is Lahr, unless another place of performance is prescribed by law.
The place of jurisdiction for all disputes arising from or in connection with this contract shall be the court with local and subject-matter jurisdiction for Lahr, unless another place of jurisdiction is prescribed by law.