AGB‘s
General Terms and Conditions of Sale (AVB) of PS Concepts GmbH

§ 1 - Scope, general

These General Terms and Conditions of Sale (hereinafter: General Terms and Conditions) apply to all of our business relationships with our customers (hereinafter also: Buyers). The General Terms and Conditions only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable items (hereinafter also: goods), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the General Terms and Conditions in the text form valid at the time of the buyer's order also apply to similar future contracts, without us having to refer to them again in each individual case.

Our General Terms and Conditions apply exclusively. Differing, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we expressly agree to their validity. This consent requirement applies in all cases, for example even if we carry out the delivery to the customer without reservation despite being aware of the customer's general terms and conditions.
Individual agreements made with the buyer in individual cases (including additional agreements, additions and changes) always take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.
Legally relevant declarations and notifications by the buyer regarding the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, ie in writing or text form (e.g. letter, e-mail, fax). Statutory formal requirements and other evidence, particularly in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.
Our field staff are not authorized to make or receive statements that are binding on our behalf. Declarations made by our field staff are only binding if we expressly confirm them in writing.
References to the validity of legal regulations only have a clarifying meaning. Even without such clarification, the statutory provisions apply unless they are directly changed or expressly excluded in these General Terms and Conditions.

§ 2 - Conclusion of contract

Our offers are non-committal and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings), other product descriptions or documents, including in electronic form, to which we reserve ownership and copyright.
The ordering of the goods by the buyer is considered a binding contract offer. Unless the order states otherwise, we are entitled to accept this contract offer within 14 days of its receipt.
Acceptance can be declared by us either in writing (e.g. through an order confirmation) or by delivering the goods to the buyer. If the buyer requests a delivery time or a delivery date after 14 days of receipt of his order by us, the order can also be accepted by sending the goods at the desired delivery time or delivery date, even if we have not confirmed the order in advance in writing confirm.

§ 3 - Delivery period, delay in delivery

Delivery times specified by us are always non-binding, unless they are expressly marked as binding or they are agreed individually with the customer as binding. The same applies to delivery dates.
If we are unable to meet binding delivery periods or dates for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time inform the expected new delivery period or date. If the service is not available within the new delivery period or until the new delivery date, we are entitled to withdraw from the contract in whole or in part; We will immediately reimburse any consideration already provided by the buyer. A case of non-availability of the service in this sense particularly applies to failure to deliver on time by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or if we are not obliged to procure in the individual case.
The occurrence of our delay in delivery is determined in accordance with the legal regulations. In any case, a reminder from the buyer is required. If we default on delivery, the buyer can demand flat-rate compensation for the damage caused by the delay. The flat rate for damages amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the customer suffered no damage at all or that the damage was significantly less than the above flat rate.
The customer's rights in accordance with Section 8 of these General Terms and Conditions and our legal rights, in particular in the event of an exclusion of the obligation to provide performance (e.g. due to the impossibility or unreasonableness of the service and/or subsequent performance), remain unaffected.

§ 4 - Delivery, transfer of risk, delay in acceptance

Unless otherwise agreed, delivery takes place in accordance with Incoterms 2010 EXW - Ex Works/ex works.The risk of accidental loss and accidental deterioration of the delivery passes to the customer upon delivery to the freight forwarder, carrier or other person designated to carry out the shipment.If the customer defaults on acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

§ 5 - Prices, payment conditions

Unless otherwise agreed in individual cases, our current prices at the time the contract is concluded apply, ex works and plus VAT.The buyer bears the transport costs ex works and the costs of any transport insurance requested by the buyer. The buyer is also responsible for any customs duties, fees, taxes and other public charges.

The purchase price is due and payable within 30 days of the invoice and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest.

When the payment deadline specified in paragraph 3 sentence 1 expires, the buyer is in default. During the delay, interest is to be paid on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest (§ 353 HGB) remains unaffected from merchants.

The buyer is only entitled to offsetting or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer's counter-rights, in particular in accordance with Section 7 Paragraph 6 Sentence 2 of these General Terms and Conditions, remain unaffected. If a significant deterioration in the buyer's financial circumstances becomes apparent after conclusion of the contract (e.g. due to an application for the opening of insolvency proceedings), we are entitled to demand sufficient security or to withdraw from the contract.

§ 6 - Retention of title

We reserve title to the goods sold until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

The goods subject to retention of title may neither be pledged to third parties nor assigned as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to us.

If the buyer behaves in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The request for release does not also contain a declaration of withdrawal; Rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the buyer a reasonable deadline for payment or if such a deadline is unnecessary according to legal regulations.

Until revoked, the buyer is authorized to resell and/or process the goods subject to retention of title in the normal course of business. In this case, the following provisions also apply.

The retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If third-party goods remain subject to ownership rights when processed, mixed or combined with goods, we acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.

The buyer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in full or in the amount of our possible co-ownership share in accordance with the previous paragraph. We accept the assignment. The buyer's obligations mentioned in paragraph 2 also apply with regard to the assigned claims.

The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no defect in his ability to perform and we do not assert the retention of title by exercising a right in accordance with paragraph 3. However, if this is the case, we can demand that the buyer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.

If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer's request.

§ 7 - Buyer’s claims for defects

The legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special legal regulations remain unaffected when the goods are finally delivered to a consumer (supplier recourse according to §§ 478, 479 BGB).
The basis of our liability for defects is primarily the agreement made regarding the quality of the goods. All product descriptions that are the subject of the individual contract or that have been made publicly known by us (in particular in catalogs or on our Internet homepage) are deemed to be an agreement on the quality of the goods.
If the quality has not been agreed, it must be assessed according to the statutory regulations whether there is a defect or not (Section 434 Paragraph 1 Sentence 2 and 3 BGB). However, we assume no liability for public statements made by the manufacturer, unless we are the manufacturer ourselves, or other third parties (e.g. advertising statements).

The buyer's claims for defects require that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during delivery, inspection or at any later point in time, we must be notified immediately. In any case, obvious defects must be reported within 5 working days of delivery and defects that cannot be identified during inspection within the same period of discovery. If the buyer fails to properly inspect and/or report defects, our liability for the defect not reported or not reported in a timely manner or not properly is excluded in accordance with statutory provisions.
If the item delivered is defective, we can initially choose whether we provide supplementary performance by eliminating the defect (repair) or by delivering an item free of defects (replacement delivery). Our right to refuse supplementary performance under the legal requirements remains unaffected.

We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price that is appropriate in relation to the defect.

The buyer must give us the time and opportunity necessary for the subsequent fulfillment owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with legal regulations.

We will bear the expenses necessary for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs, if there is actually a defect. Otherwise, we can demand reimbursement from the buyer for the costs arising from the unjustified request to rectify the defect (in particular testing and transport costs), unless the lack of defect was not apparent to the buyer.
In urgent cases, e.g. B. to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses. We must be notified immediately of such self-implementation, if possible in advance. The right to do so ourselves does not exist if we were entitled to refuse subsequent performance in accordance with the statutory provisions.

If subsequent performance has failed or a reasonable deadline set by the buyer for subsequent performance has expired without success or is unnecessary according to legal regulations, the buyer can withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.

The buyer's claims for damages or reimbursement of wasted expenses, even in the event of defects, only exist in accordance with Section 8 and are otherwise excluded.

§ 8 - Other liability

Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

We are liable for damages - regardless of the legal basis - within the scope of liability for intent and gross negligence. In the event of simple negligence, we are only liable subject to a more lenient standard of liability in accordance with statutory provisions (e.g. for care in our own affairs).
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the not insignificant breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly trusts and may rely); In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

The limitations of liability resulting from paragraph 2 also apply in the event of breaches of duty by or on behalf of persons for whose fault we are responsible according to legal regulations. They do not apply if we have fraudulently concealed a defect or have given a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.

Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate the contract if we are responsible for the breach of duty. The buyer's free right of termination (in particular in accordance with Sections 651 and 649 of the German Civil Code) is excluded. Otherwise, the legal requirements and legal consequences apply.

§ 9 - Choice of law, place of jurisdiction

The law of the Federal Republic of Germany applies to these General Terms and Conditions and the contractual relationship between us and the buyer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

Is the buyer a merchant? Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Simbach am Inn. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we are also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the buyer's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.
Status of these General Terms and Conditions: January 2018

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