1. General Information:
The following terms and conditions shall apply in respect of all purchase agreements and contracts for services and materials, installation and repair contracts and any other legal transactions between us and our customers. Conflicting provisions shall not be binding on us, even if we have not expressly discounted them. Verbal arrangements and ancillary agreements with our representatives shall only be valid if they are confirmed in writing by us.
2. Offer and conclusion of contract:
Orders shall only be deemed to have been accepted when they have been confirmed by us in writing.
The subject of the contract is solely the product sold as per the written confirmation of the order, whose properties, features and designated use correspond with those listed under that item’s product description on our website www.pauliweighingsystems.co.uk and the operating instructions available there for download. Variant agreements regarding these properties and/or the designated use shall only be considered valid if they have been expressly confirmed in writing by Pauli Weighing Sytems LTD.
The images, drawings and weight indications in our catalogues and on our website contain only approximate values, unless these are expressly identified as being precise values.
3. Delivery and Packaging:
The Products will be delivered to the address submitted by the entrepreneur as the address for delivery on the order form within 30 day of the day on which the entrepeneur submit the order for such products to us, but usually within 5-10 working days. The delivery period shall commence on the date that our order confirmation is issued. If we are prevented from fulfilling our obligations due to unforeseeable circumstances, which – despite reasonable care being taken in accordance with the circumstances of the case – we could not avert and irrespective of whether these occurred at our facility or at our suppliers’ or subcontractors’ premises, e.g. operational breakdowns, delays in the delivery of essential raw and building materials, and industrial action, then the delivery period shall be extended by a reasonable amount not exceeding 8 weeks if the delivery or performance has not been rendered impossible and the basis of the transaction has not been disrupted by this. The same shall apply in the event of strikes and lockouts. If delivery or performance is impossible, we shall be released from our obligation to deliver. If the Products arrive in a damaged condition or the wrong products have been delivered you must inform us by email within 7 working days and return the goods to us within 7 working days. Pauli Weighing Systmes Ltd will then promptly arrange for undamaged Products or correct Products to be delivered to the entrepeneur and will refund direct postage costs of returning the damaged goods to us.
4. Prices and Payment:
Prices are quoted ex works/place of dispatch, excluding freight and packaging, unless other arrangements have been agreed in the written confirmation of the order. Payment must be made by banking transfer or debit and or credit cards before delivery takes place. Services, i.e. repairs and maintenance shall be paid after the service has been completed. For transactions with entrepreneurs, the list prices valid on the date of delivery shall apply to all orders, for which fixed prices have not expressly been agreed. In the event of a price rise of more than 10% since the previous order, the purchaser has the right to withdraw from the sales contract.
Pauli Weighing Systems Ltd is only entitled to accept payments if, in every single case, they submit a receipt signed by us or can produce authorisation in writing. The payment terms set out in our offer or in our order confirmation shall, however, always prevail. Payment must be made by banking transfer or debit and or credit cards before delivery takes place. Services, i.e. repairs and maintenance shall be paid after the service has been completed. The purchaser shall not be entitled to offset counterclaims that are contested, not established by force of law and not before the courts or awaiting a judicial decision. If the purchaser is an entrepreneur, then he shall have no right of retention on account of counterclaims that are contested by us or not established by force of law. If the purchaser is a consumer, then he shall only have a right of retention on account of a claim if this claim is based on the same contractual relationship as the claim which we have asserted. Invoices must be settled within 14 days of receipt, unless otherwise confirmed by us in writing. If payment is delayed, we shall charge interest on arrears amounting to 5 % above the current Bank of England’s base rate for consumers and to 8% above the current Bank of England’s base rate for entrepreneurs, unless either the purchaser or Pauli Weighing Systems Ltd can prove that the harm suffered was less or greater, respectively. If the purchaser falls into arrears, or if circumstances come to light after the contract’s conclusion or the delivery, which cast doubt on the customer’s creditworthiness (e.g. failure to honour bills or cheques), then – provided the purchaser is an entrepreneur – all outstanding payments shall become immediately due, even those for which we have accepted bills of exchange as payment. We shall be entitled, in such circumstances, to take possession of goods delivered under reservation of ownership, without thereby automatically availing ourselves of the right to withdraw from the contract. We shall furthermore be entitled, in the case of entrepreneurs, to make outstanding deliveries conditional upon advance payments or securities, or to demand compensation instead of performance.
5.Transfer of risk:
If the purchaser is an entrepreneur, the risk of seizure, of any other decree by the authorities and the risk of conveyance are all transferred to the purchaser upon the goods’ dispatch, both for carriage paid and CIF deliveries, irrespective of whether the goods are dispatched from the place of fulfilment or from another place. If the purchaser is an entrepreneur, then the risk shall be transferred prior to the goods’ dispatch if their shipment is delayed at the request of the purchaser. The same shall apply as soon as notification of readiness to dispatch has been issued, if the shipment is delayed through no fault of our own.
6. Retention of title:
If the purchaser is an entrepreneur, delivery items shall remain our property (reserved goods) until amounts outstanding in our favour as a result of the business relationship with the purchaser have been settled. This shall also apply if any one or all amounts outstanding are included in a running account and the balance has been drawn and recognised. If the purchaser is a con-sumer, delivery items shall remain our property until the purchase price has been paid in full. We are entitled to insure delivery items against fire, water and other damage at the purchaser’s ex-pense, unless the purchaser can demonstrate that he has taken out such insurance himself.
Any conversion or processing of items, which we have delivered, shall be effected for us as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without subjecting us to any obligation. If the purchaser processes, combines or mixes our goods with goods that do not belong to us, then we shall acquire co-ownership of the new object in the ratio of the value of the reserved goods to the remaining goods at the time these were processed, combined or mixed. If the purchaser acquires sole ownership of the new object after processing, combining or mixing, we both agree that he shall grant us co-ownership of the new object, proportionate to the ratio of the value of the reserved goods that were processed, combined or mixed to the value of the new object, and shall safeguard this for us free of charge.
Resellers are entitled to resell reserved goods in the normal course of their business. They must, however, agree a reservation of title with their customer to the extent drawn by us. The purchaser hereby assigns to us all receivables from his customers from the resale of reserved goods, irre-spective of whether such goods are sold without their having been processed, combined or mixed, or after this has occurred. The receivables shall serve as security to the same extent as the reserved goods. The purchaser is still authorised to collect these receivables after the assignment. Our right to collect these receivables remains unaffected by this; however we under-take not to collect these receivables, provided that the purchaser properly fulfils his payment obligations. We have the right to ask the purchaser to make known to us the debtors of the assigned receivables and notify the debtors of the assignment.
If the reserved goods are resold together with other goods that do not belong to us, then the pur-chaser’s receivables from his customers shall be considered as assigned in the amount of the delivery price agreed between us and the purchaser. The purchaser may neither pledge the de-livery items nor assign them as security. The purchaser must notify us immediately of any at-tachment or other impairment of our security by third parties.
We undertake to release the securities due to us to the extent that their value exceeds the receivables to be secured by more than 20 %.
7. Warranty and liability:
Provided that the customer is an entrepreneur, any claims for defects presuppose that the cus-tomer has properly observed his obligations under Section 377 of the German Commercial Code to examine the goods and give notice of any defects.
In the event of material defects, we shall at our discretion either remedy the defect or supply a defect-free item (supplementary performance). If, after a second attempt to provide supplemen-tary performance, remedying the defect or supplying another item is unreasonably delayed, be-comes impossible or fails, the purchaser may claim a discount, withdraw from the contract or de-mand compensation for damages instead of performance.
We shall be liable in accordance with the statutory provisions to the extent that the customer as-serts claims for compensation for damages that are based upon malice aforethought or gross negligence, including any wilful or gross negligence of our representatives or agents. Other than in the event of a wilful breach of the contract, liability for compensation shall be limited to the loss or damage that is foreseeable and which typically occurs.
We shall also be liable in accordance with the statutory provisions to the extent that we culpably violate an obligation regarded as crucial to the fulfilment of the purpose of the contract (cardinal obligation). “Cardinal obligations” covers material contractual obligations, the fulfilment of which alone makes possible the proper execution of the contract and on the adherence to which the contract partner may rely as a matter of course. In this event, liability for compensation shall be limited to the loss or damage that is foreseeable and which typically occurs.
Liability due to culpable injury to life, body or health remains unaffected: this also applies in re-spect of mandatory liability under the German Product Liability Law.
In the absence of any provisions to the contrary above, our liability shall be excluded.
The purchaser’s claims shall expire one year after the delivery of the item purchased to the pur-chaser. If the purchaser is a consumer, then his claims shall expire two years after delivery.
8. Installation and calibration:
All costs for installing our products at the point of destination and for gauging or calibrating them as necessary shall be borne by the purchaser, unless agreements to the contrary have been made in this respect and included in our written order confirmation.
The purchaser shall be responsible for unloading the delivery items and/or their parts, even if we are obliged to deliver these carriages free or free to the door. The customer must provide assistants to help our fitters install our products, to the extent that this is necessary.
9. Place of performance and place of jurisdiction:
The place of performance shall be Velbert, Germany if the purchaser is an entrepreneur.
The place of jurisdiction for all disputes arising from or in connection with this contract – including disputes regarding dishonoured bills and cheques – shall either be Velbert or the purchaser’s place of business, at our discretion. This shall also apply if the purchaser has no general place of jurisdiction in Germany. This agreement with regard to jurisdiction shall not apply to purchasers who are consumers.
German law shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
- Transactions with entrepreneurs shall be treated in the same way as transactions with legal entities under public law and special funds under public law.
- Should one of the aforementioned provisions be invalid, this shall not affect the validity of the remaining provisions.
Velbert, December 2013