General Terms and Conditions of PIKK-Systems GmbH
- Status: January 01, 2022 -
These general terms and conditions apply to all legal transactions between the customer and PIKK-SYSTEMS as well as to all offers or order confirmations by PIKK-SYSTEMS. At the latest when the goods are received, these general terms and conditions are deemed to have been accepted by the customer. The customer's terms and conditions do not apply, even if PIKK-SYSTEMS has not expressly objected to them. If declarations within the scope of these General Terms and Conditions of Business require the written form to be binding, this form is deemed to be maintained if e-mail or fax is used.
2. Formation of Contracts
Orders that the customer places with PIKK-SYSTEMS only become legally binding for PIKK-SYSTEMS with a written order confirmation. The written acceptance of the order can be replaced by delivery or invoicing. PIKK-SYSTEMS can accept customer orders within three weeks. Offers from PIKK-SYSTEMS are non-binding unless PIKK-SYSTEMS has confirmed the commitment in writing.
3. Price and payment conditions
Unless otherwise agreed in writing, the agreed price is the one that results from the PIKK-SYSTEMS price list valid on the day the order is confirmed. Payment can only be made by bank transfer. Payment of the invoice amount is due immediately upon invoicing. If the customer does not meet his payment obligation, he is in default 14 days after receipt of the invoice. In the event of default, the customer must pay interest of 5% above the respective base rate of the European Central Bank. Unless otherwise agreed in writing, the costs for packaging, shipping, transport insurance, customs and local taxes are borne by the customer. A right of retention due to claims that do not relate to the delivery item itself is excluded. Claims by PIKK-SYSTEMS can only be offset against claims that are undisputed and legally binding
4. Scope and date of delivery and service by PIKK-SYSTEMS
PIKK-SYSTEMS is entitled to carry out partial deliveries and partial services at any time and to invoice them separately. Transport packaging and all other packaging will not be taken back. The customer is obliged to ensure their disposal at his own expense. Agreements on delivery times and delivery periods with regard to the products to be delivered by PIKK-SYSTEMS are not to be understood as being fixed at the specified point in time or period. PIKK-SYSTEMS is obliged to inform the customer immediately of any expected delays in the delivery date. If a promised delivery date is delayed in an unreasonable manner for the customer, the customer has the right to set PIKK-SYSTEMS a reasonable grace period in writing (at least 4 weeks) and to withdraw from the contract in whole or in part after this grace period has expired without result. Further claims are excluded. This applies in particular to claims for damages due to non-performance, unless the damage is of a foreseeable amount and gross negligence or intent can be proven on the part of PIKK-SYSTEMS with regard to the delay in delivery. The delivery and performance obligation is subject to correct and timely self-delivery. This applies with the proviso that PIKK-SYSTEMS concludes a corresponding cover transaction in good time and/or PIKK-SYSTEMS is not responsible for a late delivery by the supplier. In the event that PIKK-SYSTEMS itself is not supplied with the correct goods and individual parts on time, PIKK-SYSTEMS is entitled to withdraw. In such a case, PIKK-SYSTEMS will inform the customer immediately. Delivery and service delays due to force majeure or due to other events that make delivery significantly more difficult or impossible for PIKK-SYSTEMS, even if they occur at a supplier or their sub-suppliers - this includes in particular operational and traffic disruptions, workers, energy or Lack of raw materials, strike, lockout, official orders, etc. - PIKK-SYSTEMS is not responsible under any circumstances. Such events entitle PIKK-SYSTEMS to postpone the delivery or service for the duration of the disruption plus a reasonable period of time or to withdraw from the contract because of the part that has not yet been fulfilled. If the disruption lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled.
5. Passing of Risk
If the goods are sent to the customer or to a third party at the customer's request, the risk of accidental loss and accidental deterioration of the goods passes to the customer when they are delivered to the shipping agent, but at the latest when they leave the factory or warehouse. In the event that shipping becomes impossible through no fault of PIKK-SYSTEMS, the risk of accidental loss and accidental deterioration of the goods passes to the customer seven days after notification of readiness for shipping. If the goods are to be picked up by the customer or by a third party commissioned by the customer, the risk of accidental loss and accidental deterioration of the goods passes to the customer after notification has been made that the goods are ready for collection. If the customer agrees to collect the goods on a fixed date, the risk of accidental loss and accidental deterioration of the goods is transferred to the customer on the specified date. The above conditions also apply to partial deliveries and in the event that other services, such as delivery and installation, have been taken on by PIKK-SYSTEMS.
6. Retention of Title
PIKK-SYSTEMS retains ownership of the delivered products until the purchase price, including default interest and legal costs, has been paid in full. If the customer is not in arrears with the fulfillment of his obligations towards PIKK-SYSTEMS, he is entitled to resell the delivered goods within the framework of his ordinary business operations. The customer hereby assigns all resulting claims against third parties to PIKK-SYSTEMS in advance, in the amount of the respective invoice value (including VAT). Irrespective of this assignment, the customer remains entitled to collect his claims. Upon request, the customer must provide PIKK-SYSTEMS with the information required for collection about the assigned claim and notify the debtor of the assignment. The processing, bringing in or transformation of the goods delivered by PIKK-SYSTEMS by the customer takes place exclusively for PIKK-SYSTEMS. In the event that the goods are combined or mixed with other items, PIKK-SYSTEMS is entitled to co-ownership of the new item created from the reserved goods. PIKK-SYSTEMS is entitled to co-ownership of the new item in the ratio of the invoice value of the goods delivered by PIKK-SYSTEMS and included in the new item to the acquisition value of the other goods included in the new item. If the customer acquires sole ownership, he grants PIKK-SYSTEMS co-ownership to the value of the reserved goods and stores the item for PIKK-SYSTEMS free of charge. The customer is not permitted to pledge or transfer ownership of the goods subject to retention of title. In the event that the goods are impounded or confiscated, the customer undertakes to notify PIKK-SYSTEMS immediately and to assume all costs incurred in connection with the release of the goods. The customer is obliged to insure the reserved goods against fire, theft and water at his own expense.
If there is a defect in the delivered hardware or software for which PIKK-SYSTEMS is responsible, PIKK-SYSTEMS is entitled to choose between remedying the defect or delivering a replacement. If the remedy of the defect or the replacement delivery fails, the CUSTOMER can demand cancellation of the contract. Replaced components become the property of PIKK-SYSTEMS. The warranty period is 12 months from receipt of the goods by the customer or, if agreed, from the setting up or installation of the goods. Further warranty claims as well as deadlines, reaction times and conditions result from the possibly individually agreed warranty commitments. The customer is obliged to inspect the goods immediately after receipt, set-up or installation and, if a defect is found, to notify PIKK-SYSTEMS of this in writing without delay, together with an exact description. If the customer fails to do so, the goods shall be deemed to have been accepted and approved unless the defect was not recognizable on closer inspection. Such a defect must be claimed immediately upon discovery
be made, otherwise the goods are deemed to have been accepted and approved. The customer is obliged to send defective parts to PIKK-SYSTEMS and to enable PIKK-SYSTEMS to carry out the repairs on site, if necessary. If the customer does not meet this obligation, PIKK-SYSTEMS is released from any warranty. Programs, data and external data carriers must be backed up by the customer prior to troubleshooting and removed before the goods are exchanged. Any warranty claims regarding used hardware or hardware modified in any way by the customer are excluded, as are any warranty claims regarding the operation of the customer's software on the hardware supplied by PIKK-SYSTEMS.
Contractual and non-contractual claims for damages are excluded unless PIKK-SYSTEMS caused the damage intentionally or through gross negligence. Liability for indirect damage of any kind is excluded. Any liability for software is excluded unless PIKK-SYSTEMS intentionally caused the damage.
If the goods have been built according to the customer's drafts or instructions, the customer must indemnify PIKK-SYSTEMS from all claims, liabilities, charges and costs that are raised due to infringements of copyrights, patent rights, trademarks or utility models by third parties. PIKK-SYSTEMS is not obliged to check the existence of property rights of third parties. PIKK-SYSTEMS is to be given an appropriate advance payment for process costs.
If the financial circumstances of the customer deteriorate significantly or if the customer does not make a payment due, PIKK-SYSTEMS is entitled to demand immediate payment or to withdraw from the contract without setting a deadline.
11. Place of Performance, Place of Jurisdiction, Applicable Law
The place of performance for all deliveries and services from PIKK-SYSTEMS is Berlin. If the customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a public special fund, Berlin is the place of jurisdiction for all claims arising from and based on the contractual relationship between PIKK-SYSTEMS and the customer and for all disputes about the coming about the settlement or termination of the contract. Contracts are subject to the law of the Federal Republic of Germany to the exclusion of conflict of laws; the application of the UN sales law is excluded.