General Terms and Conditions of Purchase of PanTrac GmbH
(hereinafter referred to as: PanTrac)
(hereinafter referred to as: PanTrac)
1) The following General Terms and Conditions of Purchase apply to all purchases of PanTrac from companies within the meaning of §14 of the German Civil Code (BGG).
2) Purchases of PanTrac take place only on the basis of the following conditions, unless otherwise agreed in writing. We expressly object here to the General Terms and Conditions or Conditions of Sale of the seller. In order for the rejection of these conflicting conditions to be effective, we do not need another express declaration at or after the conclusion of the contract.
Orders, written form requirement
Orders of PanTrac are only valid and binding if they are made in writing. Verbal agreements require our written confirmation to be effective. Subsidiary agreements or other agreements before, during or after the conclusion of the contract must be in writing to be effective. This also applies to any waiver of the written form requirement.
Scope of deliveries
The mutual written declarations are decisive for the type and the scope of the deliveries. If a contract has been concluded, without such mutual declarations being available, then the written order confirmation from PanTrac shall be authoritative, unless the seller immediately objects to it.
Prices and terms of payment
Unless expressly agreed otherwise, the fees to be paid by PanTrac to the seller are always understood as gross prices including value-added tax.
1) Delivery dates are binding for the seller. If the seller does not provide its service on time, then PanTrac is entitled to statutory rights.
2) Deliveries must include all documents required for PanTrac.
3) The seller is obliged to notify PanTrac immediately if circumstances arise or are foreseeable for the seller, from which it results that the seller will not be able to meet the agreed delivery dates.
Receipt, obligations to give notice of defects
1) Delivered goods are only to be accepted by PanTrac, if they meet the contractually agreed quality requirements.
2) PanTrac must examine the goods for their contractual quality. Complaints about obvious defects must be asserted within a period of 14 days. Defects, that are not discovered within this period after careful examination can be reported to the seller within 14 days of their discovery.
Warranty and liability of the seller
1) The warranty obligations of the seller are based on the statutory provisions unless otherwise agreed below.
2) If the delivery is defective, if the seller has a delivery obligation, the seller is obliged to transport the defective material away immediately and replace it with material free of defects. If there is no delivery obligation, the seller must immediately accept the material to be made available to PanTrac and make defect-free material available. The seller must bear the expenses required for the purpose of supplementary performance, in particular, transport, travel, labor and material costs.
3) The seller is liable for replacement and subsequent deliveries as for the original delivery item. The warranty period for the replacement delivery begins at the earliest with the provision or delivery of the replacement delivery.
Liability of PanTrac
PanTrac is liable in cases of intent and of gross negligence according to the statutory provisions. A liability for simple negligence is excluded. Deviating from Clauses 1 and 2, PanTrac is liable according to the statutory provisions for loss of life, bodily injury or damage to health or for culpable violation of essential contractual obligations. However, the claim for damages in the event of a negligent violation of essential contractual obligations is limited to foreseeable damages typical for the contract. The same applies in the cases of Clause 1 in the event of grossly negligent violations, if none of the exceptional cases mentioned in Clause 3 are present. Claims of the seller against PanTrac are subject to a one-year limitation period.
1) Should one or more of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. In the absence of a statutory provision, the invalid provision shall be replaced by a valid provision which, as far as possible, achieves the economic purpose pursued by the invalid provision. The same procedure is to be followed, if a gap becomes apparent during implementation.
2) The place of performance for all deliveries to PanTrac is the PanTrac headquarters in Berlin.
3) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Berlin.
4) German law applies to the contractual relationship. UN sales law does not apply. For the interpretation of delivery clauses the Incoterms of the International Chamber of Commerce Germany additionally apply in the current version in each case.