General terms and conditions
§ 1 Validity of the General Terms and Conditions
- These General Terms and Conditions (GTC) apply to all current and future deliveries and services to our customers, even if they are not agreed anew each time.
- Paletti Profilsysteme does not recognize any conflicting terms and conditions of purchase or other terms and conditions of the customer. Counter-confirmations of the customer with reference to his terms and conditions of business and purchase are hereby contradicted.
§ 2 Offer
- Offers from Paletti Profilsysteme without a commitment period are non-binding and subject to change.
- Paletti Profilsysteme reserves the right to make technical and design deviations from descriptions and information in catalogs, brochures and written documents as well as design, model and material changes in the course of technical progress or in the event of changes in the market situation. The customer cannot derive any rights against Paletti Profilsysteme from changes or deviations.
- Paletti Profilsysteme reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter: documents). The documents may only be made accessible to third parties with the prior consent of Paletti Profilsysteme and must be returned immediately upon request if the order is not placed.
§ 3 Terms of payment
- All prices are valid ex Paletti Profilsysteme’s place of business.
- All prices quoted are subject to the applicable value added tax.
- Also contrary to other provisions of the customer, Paletti Profilsysteme may first set off the customer’s payments against its oldest debt. If costs or interest have already been incurred, Paletti Profilsysteme may, pursuant to § 367 para. 1 BGB, the payments shall first be set off against the costs, then against the interest and finally against the principal claim.
- The customer can only offset against a claim of Paletti Profilsysteme with undisputed or legally established claims. The customer cannot assert any rights of retention from other contractual relationships with Paletti Profilsysteme in this contractual relationship.
- Checks or bills of exchange shall only be accepted on account of payment. Discount or bill charges are to be borne by the customer and are due immediately.
- Unless otherwise stated in the order confirmation, the receivable shall be paid net within 14 days of the invoice date without any deductions; in particular, the deduction of discounts or payment transaction costs shall require special written agreement.
- In the case of complete systems, one third of the purchase price is to be paid when the order is placed, one third upon delivery and the remaining payment upon acceptance or at the latest one month after delivery.
- If the customer is in default of payment, Paletti Profilsysteme is entitled to demand default interest in the amount of eight percentage points above the respective base interest rate. If Paletti Profilsysteme is able to prove a higher damage caused by delay, Paletti Profilsysteme is entitled to claim this damage as well.
- Insofar as Paletti Profilsysteme is obliged under the Packaging Ordinance to take back the packaging used for transport, the customer shall bear the costs for the return transport of the packaging used and the specified costs for its recycling or – insofar as this is possible and expedient – the costs additionally incurred for a renewed use of the packaging. Paletti Profilsysteme reserves the right to adjust prices accordingly.
- Assembly costs, repair costs, costs for product information and seminar fees are payable net immediately. If Paletti Profilsysteme has taken over the installation, assembly or service work and unless otherwise agreed, the customer shall bear all necessary incidental expenses such as travel costs, costs for the transport of tools and personal luggage as well as allowances in addition to the agreed remuneration.
§ 4 Default of payment
- If the customer defaults on payments, Paletti Profilsysteme is entitled, without prejudice to other rights, to take back goods delivered and services rendered and to dispose of them otherwise.
- If the customer is in default of payment or if there are concrete indications of imminent insolvency of the customer, Paletti Profilsysteme is entitled to stop further work on all orders of the customer. Paletti Profilsysteme may demand immediate advance payment of all claims, including bills of exchange and deferred amounts, or demand corresponding securities.
§ 5 Delivery time
- The stated delivery periods and dates are non-binding for Paletti Profilsysteme unless Paletti Profilsysteme has given a written undertaking; in that case they apply subject to correct and timely delivery to Paletti Profilsysteme. Paletti Profilsysteme does not assume any warranty for timely transport.
- Delivery periods shall commence with the dispatch of the order confirmation, but not before full clarification of all details of the order and the provision of the documents, approvals and releases to be obtained by the customer, and not before receipt of an agreed advance payment or opening of a letter of credit.
§ 6 Retention of title
- Services and goods from this contract remain the property of Paletti Profilsysteme until all claims, including future claims, from this contract and from the entire business relationship with the customer have been fulfilled. This retention of title also extends to software that has been handed over on data carriers or transmitted online and also applies to all accompanying materials. If only rights of use to software have been granted, the above provision shall apply mutatis mutandis to the data carriers handed over. Paletti Profilsysteme remains the owner of the copyright and all other industrial property rights. The right to make copies is given only for the purpose of data backup. Copyright notices may not be removed. The transfer to third parties requires the consent of Paletti Profilsysteme.
- The customer may modify, process or otherwise adapt the goods subject to retention of title to his requirements in the ordinary course of business. However, this right only applies if the customer is not in default and the license conditions of Paletti Profilsysteme do not conflict with this. The goods subject to retention of title may not be pledged or assigned by way of security. The customer hereby assigns to Paletti Profilsysteme as security in full any claims arising from the resale or any other legal grounds (insurance, tort) with regard to the goods subject to retention of title. At the request of Paletti Profilsysteme, the customer is obliged to disclose the assignment to third parties for the purpose of payment and to provide the information and hand over the documents necessary to assert the rights of Paletti Profilsysteme.
- In the event of processing, combination and mixing of the reserved goods with other goods by the customer, Paletti Profilsysteme shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If the ownership of Paletti Profilsysteme expires due to combination or mixing, the customer already now transfers to Paletti Profilsysteme the ownership rights to which it is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall hold them in custody for Paletti Profilsysteme free of charge. The co-ownership rights arising hereunder shall be deemed to be reserved goods within the meaning of § 5 number 1.
- The customer shall point out the ownership of Paletti Profilsysteme if third parties access the goods subject to retention of title, in particular by seizure. Paletti Profilsysteme will then be notified immediately. Judicial, extrajudicial or other costs arising from such access shall be borne by the customer. The customer is fully liable for possible damages.
- If the customer acts in breach of contract or defaults on payments, Paletti Profilsysteme may take back goods subject to retention of title at the customer’s expense or, if applicable, demand assignment of the customer’s claim for return against the third party. The taking back as well as the seizure of the goods subject to retention of title by Paletti Profilsysteme does not constitute a withdrawal from the contract, subject to the validity of mandatory statutory provisions to the contrary.
- If the delivered goods are processed or transformed by the customer, this shall be done for Paletti Profilsysteme as the manufacturer. However, this does not give rise to any obligation for Paletti Profilsysteme if the customer’s ownership or co-ownership of the uniform item is transferred to Paletti Profilsysteme on a pro rata basis (invoice value). The customer shall hold the property or co-property of Paletti Profilsysteme in safe custody for the latter free of charge.
- If the goods subject to retention of title are installed in a property or building, the customer hereby assigns to Paletti Profilsysteme the claim to remuneration accruing to him against the third party in the amount of the invoice value of the goods including the right to grant a security mortgage. In addition, he undertakes to transfer to Paletti Profilsysteme a security mortgage already created. Furthermore, the customer already now assigns his claim for compensation for work in the amount of the invoice value of the goods delivered by Paletti Profilsysteme. Paletti Profilsysteme hereby already accepts the assignment.
- If the value of the securities existing for Paletti Profilsysteme exceeds the claims not only temporarily by a total of more than 20%, Paletti Profilsysteme will return securities in the corresponding amount at its own discretion upon request.
- Hardware and software supplied for test and demonstration purposes remains the property of Paletti Profilsysteme. It may only be used by the customer within the framework of the special agreement with Paletti Profilsysteme. This agreement may be limited in time. After expiry of the time-limited right of use, old parts of the hardware and software must be returned to Paletti Profilsysteme at the customer’s expense without being requested to do so.
§ 7 Deliveries
- With the handover of the goods, including the accompanying materials to the customer or the provision of the service, the delivery and the transfer of risk has taken place. In case of shipment, the goods are transferred to the customer when the shipment is handed over to the carrier. If shipment is delayed through no fault of Paletti Profilsysteme or if shipment becomes impossible, the risk shall pass to the customer upon dispatch of the notice of readiness for shipment to the customer. Only at the express request and expense of the customer will Paletti Profilsysteme insure the consignment of goods against theft, breakage, damage in transit, fire and water damage and other insurable risks.
- Dates and deadlines stated by Paletti Profilsysteme are non-binding unless expressly agreed otherwise. The delivery dates shall only apply insofar as Paletti Profilsysteme itself is supplied correctly and on time. The dates and deadlines begin on the day of order confirmation by Paletti Profilsysteme and are extended, subject to all rights of Paletti Profilsysteme, by the time the customer is in default of payment. Within the framework of the contractual relationship, partial deliveries are permissible if acceptance is not associated with disproportionate expenses for the customer.
- Even in the case of bindingly agreed deadlines and dates, Paletti Profilsysteme is not responsible for delays in delivery and performance due to force majeure or due to events that make delivery significantly more difficult or impossible for Paletti Profilsysteme. This includes, but is not limited to, labor disputes, operational disruptions, official orders, material procurement difficulties, even if they occur at suppliers or sub-suppliers of Paletti Profilsysteme. Paletti Profilsysteme shall then be entitled to extend the performance or delivery by the duration of the impediment plus a further period of time. to be postponed for a reasonable start-up period. In addition, Paletti Profilsysteme may withdraw from the contract in whole or in part due to the unfulfilled part of the performance. In the case of deliveries with installation or assembly, the transfer of risk shall take place on the day of acceptance.
- If the loading or transport of the goods is delayed for a reason for which Paletti Profilsysteme is not responsible, Paletti Profilsysteme or its agents shall be entitled, but not obliged, to store the goods at the expense and risk of the customer and under exclusion of liability at their reasonable discretion – if necessary in the open air – to take all measures deemed suitable for the preservation of the goods and to invoice the goods as delivered. In case of default in acceptance, Paletti Profilsysteme is entitled to charge the usual storage fees.
- Paletti Profilsysteme shall only be in default if the customer has requested performance in writing, setting a grace period of four weeks. In case of delay, the customer may claim compensation for delay in the amount of 0.5% of the order value for each full week of delay. However, the total compensation for delay may not exceed 5% of the order value. Further claims, in particular claims for damages, are excluded unless the delay is due to intent or gross negligence on the part of Paletti Profilsysteme.
- Subsequent requests for changes or additions by the customer shall extend the delivery time appropriately.
§ 8 Warranty
- Decisive for the contractual condition of the goods is the time of leaving the business location of Paletti Profilsysteme. The delivery item must be inspected immediately upon receipt. Notifications of defects must be made immediately and must be received by Paletti Profilsysteme in writing within two weeks of receipt at the latest. This applies in particular to defects in the external condition and in relation to the completeness of the delivery. In addition, the consignee must complain to the carrier immediately upon receipt of the goods and have them certified on the consignment note, at the same time filing claims for damages. Failure to obtain the certificate will result in claims for compensation not being recognized.
- Claims for material defects shall become statute-barred twelve months after the date of transfer of risk. This shall not apply if longer periods are prescribed by law and in cases of injury to life, body or health and in the event of a wilful or grossly negligent breach of duty by Paletti Profilsysteme and in the event of fraudulent concealment of a defect.
- All parts or services which show a material defect within the limitation period shall, at the discretion of Paletti Profilsysteme, first be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the passing of risk. In the case of defects in software, instructions to circumvent the effects of the defect shall also be deemed sufficient supplementary performance.
- Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or in the case of damage caused after the transfer of risk by faulty or negligent handling, use of unsuitable operating materials, defective construction work, overvoltage, lightning, external influences and by improperly performed modifications or repair work and improperly performed maintenance in accordance with the operating instructions as well as in the case of non-reproducible software errors.
- The information on the delivery item and the intended use, e.g. on dimensions, weights, hardness, utility values, temperatures, etc., are merely descriptions or characteristic values and do not represent guaranteed properties. They are non-binding guideline values and are only considered warranted to the extent that they have been tested by the customer for the specific application and correspond to samples released for this purpose.
- Further claims are excluded. In particular, Paletti Profilsysteme shall not be liable for damages that have not occurred to the delivery item itself, for lost profits or other financial losses of the contractual partner. In the event of rectification, Paletti Profilsysteme shall bear the labor costs. All other costs of rectification as well as the ancillary costs associated with a delivery and in particular the transport costs for any spare parts, shall be borne by the customer insofar as these other costs are not disproportionate to the value. If the examination of a notice of defects shows that a warranty case does not exist, Paletti Profilsysteme is entitled to demand reimbursement of all expenses. Costs of inspection and repair shall be borne by the customer.
- The warranty obligation further presupposes that the customer sufficiently specifies in writing any defect that may have arisen and sets Paletti Profilsysteme a reasonable deadline for rectification or replacement delivery. Paletti Profilsysteme shall be given the opportunity to convince itself of the defect complained of on site or by a representative. The customer must give Paletti Profilsysteme the necessary time and opportunity to carry out all repairs and replacement deliveries that appear necessary in its reasonable discretion, and must also make auxiliary personnel available upon request.
- Only in urgent cases of danger to operational safety, of which Paletti Profilsysteme must be notified immediately, or if Paletti Profilsysteme is in default with the elimination of the defect, the customer has the right to eliminate the defect itself or have it eliminated by third parties, and a claim to reasonable compensation for its costs.
- Unless otherwise provided above, claims, in particular due to a product defect caused by Paletti Profilsysteme arising from tort, positive breach of contract and culpa in contrahendo, as well as in case of impossibility and inability, are excluded unless Paletti Profilsysteme is guilty of intent or gross negligence. Claims of the entitled persons according to the product liability law remain unaffected.
- In the case of third-party products, claims are expressly excluded, in particular due to a product defect for which the manufacturer is responsible. Paletti Profilsysteme insofar assigns to the customer all claims that you have against the respective manufacturer and / or upstream supplier.
- According to the state of the art, errors in EDP programs cannot be completely ruled out. The hardware and software supplied shall be free from any significant defects in manufacture and other defects impairing use.
- The customer has the obligation to examine the delivered hardware and software for obvious defects. Obvious defects and significant easily visible damage must be notified in writing within one week of delivery and reported as defects. The customer’s commercial obligations to give notice of defects and to examine the goods shall not be limited hereby.
§ 9 Liability
If Paletti Profilsysteme is obligated to pay damages based on the statutory provisions in accordance with these terms and conditions, liability in the event that the damage was caused by slight negligence is limited as follows: Paletti Profilsysteme is only liable in the event of a breach of material contractual obligations and is limited to the typical damage foreseeable at the time of conclusion of the contract. The above limitation shall not apply in the event of damage to life, limb or health. If the damage is covered by an insurance policy taken out by the contractual partner, Paletti Profilsysteme shall only be liable for the disadvantages incurred by the contractual partner in connection with the settlement of the claim, such as higher insurance premiums or interest disadvantages. Liability is excluded for damage caused by slight negligence due to a defect in the subject matter of the contract. The liability remains unaffected regardless of whether a fault exists in the case of fraudulent concealment of a defect, the assumption of a guarantee or under product liability law. Consequences of a delay in delivery are defined in § 7 Sec. 5 of these terms and conditions conclusively.
§ 10 Assignment of rights
- The customer may assign rights under the contract to third parties only with the prior consent of Paletti Profilsysteme.
- Paletti Profilsysteme is entitled to transfer the rights to which it is entitled under the contract to third parties. Paletti Profilsysteme may have all duties performed by third parties within the scope of the contractual relationship. The customer then accepts the service rendered as a service of Paletti Profilsysteme.
- A change of the contractual partner on the part of Paletti Profilsysteme is permissible. If the duties have been taken over by a third party, the customer has an extraordinary right of termination. However, this right of termination must be exercised within four weeks after the change of contractual partner becomes known. After expiry of this period, the contractual relationship with the third party shall continue.
§ 11 Other conditions
- The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Minden. Paletti Profilsysteme is also entitled to sue at the customer’s place of business.
- Even if individual provisions are legally invalid, the remaining parts of the contract shall remain binding, unless adherence to the contract would represent an unreasonable hardship for one of the parties.
- Paletti Profilsysteme stores the data of the customers within the scope of the mutual business relations according to the Federal Data Protection Act.
§ 12 General contractual provisions
No verbal collateral agreements were made. Subsequent additions or amendments to the concluded agreements must be made in writing. An oral waiver of the written form is excluded.