Terms and Conditions
Conditions of sale, delivery, payment and warranty.
1. Scope of application
The contractual law between Fritz Paulmichl GmbH (hereinafter referred to as “PAULMICHEL”) and the customer will be regulated exclusively according to the following terms and conditions, which always take precedence over any clients terms and conditions.
All agreements which diverge from the printed or written contract text require the written form.
Other divergences and amendments are deemed to be part of the contract only if these are confirmed in writing by PAULMICHL.
The terms and conditions apply to all deliveries and services ordered from us by the customer. These terms and conditions also apply to all supplementary and follow-up orders, amendments and changes to the contract, without further reference being made to them in each particular case.
Our offers are non-binding and subject to change without notice. Prospectuses or technical documents, such as images, drawings and construction proposals etc, enclosed with our offer or order confirmation, are only approximations unless specific information has expressly been guaranteed or designated as binding.
We reserve the right to undertake any technical improvements in construction or manufacturing methods.
Right of use and property rights regarding offer documents (for example estimates, drawings etc) remain with us unless agreed that they shall be paid for separately and payment has been made.
Offer documents may not be passed on, published or reproduced. They may also not be used for any purpose other than the one agreed on.
If the customer declines the offer, the offer documents belonging to us shall be returned immediately and completely upon request.
3. Placing of orders
The order placed by the purchaser is legally binding and cannot be cancelled by the purchaser. All incoming orders, whether verbal or written, will be confirmed by us.
In the event of a possible omission of the order confirmation, the order shall still be considered accepted in the prescribed form, unless it is rejected by the company within 14 days of placing the order.
Verbal agreements are non-binding for us as supplier.
Specified prices are net prices and are valid for the delivery of unpacked goods ex works Leutkirch/Gebrazhofen or ex stock from our agents. Transport will be charged separately as an additional service.
Any necessary packaging will be charged at cost price and not taken back. Should the legal VAT rate be changed between the conclusion of contract and delivery, the net price plus the VAT rate valid at the time of delivery shall be paid.
Should the period of time between the conclusion of contract and the agreed delivery date be more than eight weeks, the purchaser shall pay the list price determined by us and generally valid at the time of delivery for the goods.
5. Due date and payment terms/default
On principle, the terms of payment stated by PAULMICHL in the respective contract are valid.
Unless separate terms of payment have been stated, invoice amounts are due within 14 days of the invoice date at the latest.
If the invoice amount has not been paid 40 days after receipt of the invoice at the latest, the purchaser, insofar as he is responsible for the delay and default has not already occurred, is deemed to be in default of payment without the necessity of a reminder.
Default interest is calculated with 8% p.a. above the current base interest rate in accordance with § 247 of the German Civil Code (BGB). The assertion of claims for higher amounts of default compensation is not excluded.
If the customer falls into arrears with the agreed instalment payments, the total amount still owed shall become due.
All payments shall be made directly to us. The purchaser bears the costs of payments made by bill of exchange, in particular any discount and collection charges. No cash discounts will be granted for payment by bill of exchange.
6. Offset, right of retention, prohibition of assignment.
The customer may only offset against our claims or assert right of retention if the receivable he intends to offset or the claim which forms the subject of the right of retention is undisputed or has been determined to be legally binding or if a legal dispute concerning it is ready for decision.
If retention is not permitted according to the afore-mentioned regulation, then rights of retention as regulated in § 369,371 German Commercial Code (HGB) are excluded.
The customer is not permitted to transfer his claims against us to a third party.
7. Delivery and passing of risk
Goods ordered are dispatched ex stock from our works in Leutkirch/Gebrazhofen, Germany or ex stock from our agents respectively. Should the customer request that the goods be transported to a destination specified by him, then he shall bear the costs and risks of transport.
If, as an exception, we undertake to deliver freight free, the customer still bears the risks of transport.
Before the goods are dispatched, the customer bears the risks of destruction for which neither party is responsible, loss or damage to the purchased item if, at the request of the customer, goods ready for dispatch are only dispatched at a date later than that agreed on.
The risk shall be transferred to the customer after the dispatch date agreed on.
Insurance will only be provided at the request of the customer and at his expense.
8. Delivery and service deadlines
Binding delivery deadlines must be agreed to explicitly and in writing and be confirmed by PAULMICHL in writing. Statements like “approximately”, “after consultation”, “as soon as possible” etc do not constitute binding deadlines, but indicate the probable delivery date.
Should PAULMICHL not be able to keep to a binding delivery deadline, the customer shall allow a reasonable amount of time for completing delivery. Insofar as we are not responsible for delays in manufacturing, delivery or service, the delivery and service deadlines shall be extended appropriately.
9. Reservation of property rights
The delivered goods remain the property of PAULMICHL until all receivables arising form business relations with the customer have been paid. If the customer acts in a way contrary to the contractual obligations, in particular in the event of a default in payment, PAULMICHL is entitled to provide further services only under the provision of securities or upon prepayment. PAULMICHL can withdraw from the contract – unless a deadline is dispensable – if a reasonable period of time has elapsed without receipt of payment.
The customer is not permitted to either sell, give away, pledge, transfer as collateral or in any other way dispose of the item of delivery.
If the realizable value of the securities in PAULMICHL’s favour exceeds the receivables by more than 20% in total, PAULMICHL shall, on the customer’s request, release securities of his choice to that extent.
Warranty claims can only be asserted within 12 months of the handing over of the item. In the event that the service performed by us or the delivered item is deficient, the purchaser shall have the right, insofar as he is not responsible for the deficiency, to demand remedy or replacement at our discretion.
Should the remedy prove unsuccessful or should neither the remedy nor the replacement free of defect be effected within a reasonable period of time or be refused, the purchaser can, at his own discretion either demand an appropriate reduction of the purchase price or withdraw from the contract.
Claims for remedy or replacement and/or withdrawal or reduction not asserted in writing by the purchaser within eight days of receipt of goods are excluded.
The supplier shall only be liable for defects to the value of the goods.
Further compensation claims are excluded.
Otherwise, § 377 and §378 German Commercial Code (HGB) apply. An agreement on quality made by our representatives require the written form. The customer is aware that corrosion can occur on the purchased item due to contact with aggressive media (such as liquid manure or waste water). This does not constitute a product defect.
We assume no warranty and no liability for damages occurring due to the following reasons: inappropriate or improper use, natural wear and tear, wear and tear due to above average use, particularly of bearings and sealing elements, incorrect assembly and/or commissioning by the ordering party or a third party, improper or negligent handling and unsuitable operating materials.
Parts on the delivered products which are subject to wear (such as agitator blades, impellers, sieve drums and pressure worms, …..) are, due to use-related mechanical stress, excluded from compensation claims in terms of the warranty.
Claims for defects by ordering parties who are companies are time-barred after one year from the date of delivery of the item. With regard to machine components such as electric motors, which are generally controlled for operational reasons by electronic parts and modules, replacement under warranty can only be effected if the defect is accepted by the subcontractor/manufacturer.
In the event of slightly negligent breaches of duty, our liability as well as that of our vicarious agents is limited to the foreseeable, direct, average damages typical of contracts of this type. In the event of slightly negligent breaches of duty not involving important contractual obligations and not endangering the fulfillment of the contract, we and our vicarious agents accept no liability.
The above liability limitations do not apply to claims made by the customer on grounds of product liability, fraud, or guarantee. Further, the liability limitations do not apply to damages attributable to us arising from death and injury to the body and health.
Product monitoring, cooperation in the event of recall, obligation to notify
The customer is obliged to monitor the goods and to assist us in fulfilling any product monitoring duties. The customer is obliged to assist us and the law enforcement authorities in the case of any product recalls.
In particular, all documents which facilitate the tracing of products to the respective end customer/place of installation shall be kept and made available.
As soon as the customer has grounds to believe that a product sold or used by him is unsafe, he is obliged to inform us immediately.
12. Lump sum cost coverage
Should the contract not be fulfilled for reasons for which the customer is responsible, we are permitted to demand compensation in lieu of performance of 25% of the agreed price without itemization.
The customer is permitted to submit evidence that we have not suffered any damages or that our damages are substantially less than the lump sum. We are entitled, instead of the above compensation, to calculate correctly the damages caused by the customer.
With regard to on-call orders as well as those put on hold until called for, the customer shall be required to collect the goods within a period of 12 months with effect from the day on which the order was placed.
In the event of the call-off deadline being overstepped, the seller is entitled to rescind the contract and claim damages of an amount equal to 15% of the purchase price due to non-fulfillment of contract, or claim fulfillment together with damages due to delayed fulfillment.
Prices will be fixed in accordance with the prices valid on the day of delivery.
14. Place of performance
Place of performance for all obligations is Leutkirch/Gebrazhofen, Germany.
15. Applicable law and jurisdiction
The law of the Federal Republic of Germany shall apply with the exclusion of UN Purchase Law or other international conventions for the regulation of goods traffic, unless otherwise agreed. Exclusive jurisdiction for all disputes resulting from the business relationship and this agreement is Leutkich/Allgäu, Germany.
16. Partial invalidity
Should individual provisions of these conditions be wholly or partly invalid, the validity of the remaining agreements shall not be affected. The parties shall replace an ineffective provision with one that is effective and most closely approximates the commercial purpose of the original.
Terms and conditions of purchase on the part of the buyer which deviate from the above conditions of sale, delivery, payment and warranty, shall only apply if they have been expressly confirmed by us.