Terms of Service
Sales and delivery take place exclusively under the following conditions. Our terms of sale and delivery are accepted by a customer when an order is placed. They are decisive for all deliveries, including future business deals. Other conditions and verbal agreements are only valid if they are confirmed by us in writing. Our conditions only apply to companies within the meaning of Section 310, Paragraph 1 of the German Civil Code.
2. Conclusion of a contract
2.1 In the event of spelling, printing, arithmetic or graphic display errors on all advertising material, Ph is entitled to withdraw contract.
2.2 Verbal information from Ph, brochures and advertising statements of any kind are non-mandatory, unless they are expressly designated as obligatory.
2.3 The images of the products on the homepage may differ from their actual appearance (color, size, etc.).
3.1 Our prices shall remain valid for acceptance for 12 weeks from a date of an offer. If a delivery is delayed for a reasons which we are not responsible, we reserve the right to adjust the prices due to a change of wages and material prices.
3.2 The prices does not include legally applicable VAT.
3.3 The prices do not include the costs for packaging, freight, postage, insurance, shipping and assembly. It will be invoiced separately if there is a corresponding additional order for shipping. Any special packaging required will be charged at cost. Excess or short deliveries of up to 10% due to technical features are permitted, even in a context of custom-made products with special material procurement. An invoice for installation and assembly support services (instructing of a buyer for installation is carried out on site) are based on the effort and the currently applicable hourly rates.
4.1. Delivery is ex works. The transfer of risk takes place when the goods leave our delivery point, even if partial deliveries are made or if we have taken over an arrangement of a shipment at a customer's request.
We hereby assign to a buyer any claims we may have against a freight forwarders. Exceptions are special cases of “free delivery”.
A delivery never includes unloading. It has to be done by a customer himself.
4.2 As far as technical design changes are necessary, we expressly reserve these.
4.3 We provide preliminary delivery time. Delivery time may be extended by notice.
4.4 We are permitted to make partial deliveries.
4.5 If a delivery faces difficult or impossible due to extraordinary circumstances, a delivery period is extended accordingly. Exceptional circumstances in this sense are, for example, disruptions in our operations or in the operations of our sub-suppliers, which can be proven to have a significant influence on us (e.g. machine breakdown, fire, failure of the power supply), labor disputes, official measures and other cases of force majeure. If the buyer proves that the subsequent performance of a contract is not of interest to him because of the delay, he can withdraw from the contract, excluding further claims.
4.6 In the event of our delay, the buyer is entitled to set a reasonable grace period - usually at least 3 weeks - and to withdraw from the contract after it has expired without result.
4.7 Claims for compensation by a buyer are excluded in all cases of late delivery, even after a grace period set by us unless liability is mandatory due to intent or gross negligence.
5.1. Invoices are usually payable within 10 days of the invoice date minus a 2% discount, or within 30 days of the invoice date without deduction. Installation invoices are payable immediately after receipt of the invoice. Discounts are granted subject to receipt of payment within the agreed dates; in the event of non-compliance, a subsequent billing will be made up to the amount of the corresponding current price list.
5.2 If the term of payment is exceeded, subject to further claims, due interest of 3% above the current rate of the Deutsche Bundesbank must be paid. The assertion of further damages caused by delay remains unaffected. In the case of foreign transactions, in the event of default in payment, the buyer is also obliged to compensate for the damage resulting from a deterioration in the legal tender.
5.3 A buyer is not authorized to offset a claims of the seller, unless a counterclaims are undisputed or legally established.
5.4 An assignment of claims against the seller is only permitted with the seller's written consent.
5.5 If a buyer is in default of payment for more than 1 week with a not only insignificant amount or if circumstances arise which justify reasonable doubts about his creditworthiness, all our claims become due immediately. In these cases, we are also entitled to continue delivery only against prepayment, cash payment or security or to withdraw from the contract.
6. Retention of title
6.1 We reserve the ownership of the delivered goods until all claims to which we are entitled against a buyer from the business relationship have been fulfilled.
6.2 Eine Be- und Verarbeitung erfolgt stets für uns, ohne uns zu verpflichten, und ohne dass unser Eigentum hierdurch untergeht.
If a buyer combines the reserved goods with other goods, we are entitled to co-ownership of a new item in proportion to the invoice value of all connected goods. A new item is deemed to be reserved goods in the sense of these terms and conditions.
If a buyer acquires sole ownership of a new item in accordance with §947IIBGB, there is agreement that he shall grant us co-ownership of an item in proportion to the value of the processed or combined or mixed reserved goods and store them for us free of charge.
6.3 In the event of resale of the reserved goods, a buyer is obliged to secure our rights, in particular to disclose the ownership structure of the reserved goods.
6.4 In a case of resale, a buyer's claims against his customer from the resale and, in the case of resale on credit, the rights and claims from the retention of title with all ancillary rights are already assigned to us, regardless of whether a goods are to one or more Customer is resold. The amount of the assignment of the claim is limited to our claim from the delivery of the resold goods.
If the reserved goods are sold together with other goods that do not belong to us, regardless of whether without or after processing, combining or mixing, the claim from the resale is assigned to us in the amount of the share of the proceeds corresponding to our co-ownership.
Pledging of the goods by way of security by a customer is not permitted until full payment has been made. We must be notified immediately in the event of seizure by third parties.
6.5 Übersteigt der Wert der uns gegebenen Sicherheiten unsere Forderungen insgesamt um mehr als 20%, so sind wir auf Verlangen des Käufers verpflichtet, die vorgenannten Sicherungen insoweit - nach unserer Wahl - freizugeben.
6.6 Tool costs are invoiced separately from the value of the goods. They are due for payment after an order has been confirmed, unless a different method of payment has been agreed in individual cases. By paying a share of the costs for tools, the purchaser does not acquire a claim to the tools; they remain our property. We undertake to keep the tools for the customer for 2 years after the last delivery. If the customer informs us before this period expires that orders will be placed within a further year, we are obliged to keep them for this period. Otherwise we can freely dispose of the tools.
7.1 The buyer must examine the goods and report about any defects in writing immediately in 5 days after acceptance. In the case of justified complaints, we are obliged, at our discretion, to either improve or replace the goods free of defects by returning the goods complained of.
7.2 Time and opportunity must be given to remedy defects or to deliver a replacement. If a buyer refuses this, we are released from liability for defects.
7.3 In the event of a delay in the improvement or replacement delivery, a buyer can set a reasonable grace period and, after an unsuccessful expiry, demand a reduction in the fee or cancellation of the contract. The same applies in the event of failure after rework. A buyer is not entitled to withdraw from the contract if there is only a minor lack of conformity, in particular if there are only minor defects or if a construction work is subject to liability for defects. Further claims by a buyer, in particular for damages, are excluded - as far as legally permissible.
7.4 Mit den gleichen Beschränkungen haften wir auch für das Fehlen zugesicherter Eigenschaften. Aus Schadensersatz haften wir nur, wenn die Zusicherung den Zweck verfolgt, den Käufer gegen die eingetretenen Schäden abzusichern und auch nur für die bei Vertragsabschluß vorhersehbaren Schäden.
7.5 Excluded from our liability are damages that can be traced back to willful destruction, operating errors caused by a buyer, inadequate maintenance or natural wear and tear.
7.6 In the case of assembly support, we are responsible for ensuring that a buyer is properly instructed. We assume no liability for the qualification of a staff to be trained, nor for the correct implementation of our instructions.
7.7 We accept no liability for the consequences of improper assembly on the part of the customer.
7.8 The limitation period for claims for defects is one year from delivery of the goods to a buyer; For work services within the meaning of Section 634a, Paragraph 1, Item 1 of the German Civil Code, the limitation period is one year and for work services within the meaning of Section 634a, Paragraph 1, Item 2 of the German Civil Code, five years, each beginning with the acceptance of the relevant work, unless the relevant one If the VOB / B is included and then a different limitation period then applies.
8. Limitation of Liability
8.1 Insofar as liability for damages and compensation for pain and suffering comes into consideration, we are only liable in the event of fault in accordance with the following limitations.
8.2 In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage depending on the type of goods. Liability is excluded in the event of a slightly negligent breach of insignificant contractual obligations.
8.3 The above limitations of liability do not apply to claims arising from statutory product liability or an injury to life, limb or health for which we are responsible.
8.4 A buyer's claims for damages resulting from a defect expire one year after delivery of the goods to the buyer. This does not apply in the event of gross negligence on our part or in the event of injury to life, body or health for which we are responsible.
8.5 In addition to the liability for defects regulated in Section 7 above, further liability for damages and compensation for pain and suffering is excluded regardless of the legal nature of the claim made. This applies in particular to claims for damages due to negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
8.6 The above regulations also apply in favor of our vicarious agents, legal representatives and employees.
9. Place of performance, place of jurisdiction and applicable law
9.1 The place of performance for all obligations under this contract is Bad Berleburg or, in the case of assembly services, the respective construction site.
9.2 The place of jurisdiction for all legal disputes arising from this contractual relationship (also with regard to tort) is Bad Berleburg. However, we are also entitled to sue the buyer at the court of his seat.
9.3 This contract and its effects are judged exclusively according to German law. The application of the laws on the international purchase of movable property and on the conclusion of international sales contracts for movable property is excluded.
10. Final provision
Any ineffectiveness of any of the above conditions does not affect the validity of the remaining conditions.
Text above is the translation of the original text in German.
Status: 07/07 - Subject to change