General Sales & Delivery Terms

of Pfeffermond GmbH as of 01 August 2022

Scope of Application
1. These Sales and Delivery Terms apply to all types of deliveries and services (“delivery item” or “delivery service”) provided by Pfeffermond GmbH — hereinafter also referred to as “Contractor” — to its customers — hereinafter referred to as “Client”.
2. The legal relationship between the Contractor and the Client is governed exclusively by these Terms. Deviations, amendments and supplements require written form, which also applies to deviations from this written form requirement. Conflicting, supplementary or deviating terms and conditions of the Client shall not become part of the contract unless expressly acknowledged in writing by the Contractor. The commencement and/or performance of deliveries and services or the unconditional acceptance of payments shall not constitute acceptance of the Client’s terms under any circumstances.
3. These Sales and Delivery Terms apply insofar as the transaction constitutes a bilateral commercial transaction, and they also apply to all future legal relationships between the Contractor and the Client, even if not explicitly referenced in individual cases.
Offer and Offer Documents
Oral offers are always non‑binding and subject to change; they become binding only upon written confirmation.
Unless expressly stated otherwise in the offer, the binding period is 30 days from the date of the offer.
The information contained in the accompanying offer documents — such as technical descriptions, drawings, illustrations, data, programs and performance specifications — is non‑binding. The information included in the offer and the associated offer documents provided to the Client remains the exclusive property of the Contractor. The recipient is not permitted to use them outside the contractual purpose or to make them accessible to third parties without authorization.
Documents provided during the execution of a project must be reviewed promptly by the Client for correctness and completeness. In case of discrepancies, the Contractor must be notified in writing within 10 days of receiving the documents; otherwise, resulting defects or deviations shall be the responsibility of the Client.
Conclusion of Contract, Written Form
Declarations of intent directed at concluding a contract on the part of the Client are effective only if submitted in written form. Oral declarations become effective only through written confirmation by the Contractor or by a legally authorized representative.
The written form requirement also applies to amendments and supplements. A contract is concluded only when the Contractor confirms the contractual content in writing. The statutory written form requirement relating to contractual changes remains unaffected. Silence on the part of the Contractor shall not constitute acceptance under any circumstances. The content shall be recognized exclusively through written confirmation by the Contractor.
Transfer of Risk
The risk of loss or damage to the contractual performance shall pass to the Client as soon as the Contractor has handed it over to a carrier or any other person designated for transport, or—if applicable—upon notification of completion and the contractual provision of the delivery items at the Client’s location; in the case of data transmission, upon dispatch of the data.
Retention of Title
1. The delivered goods shall remain the property of the Contractor until all claims arising from the business relationship with the Client have been fulfilled.
  If the delivered goods are processed or transformed by the Client, the retention of title shall extend to the entire new item.
2. If processing, combination or mixing occurs with items belonging to third parties, the Contractor acquires co‑ownership of the new item in proportion to the invoice value of the delivered goods relative to the other items at the time of processing, combination or mixing.
3. If the item subject to retention of title is combined or mixed with a principal item of the Client or a third party, the Client hereby assigns to the Contractor the rights in the new item beyond the original delivered goods. If the combination or mixing occurs with a principal item belonging to a third party, the Client hereby assigns any compensation claims against the third party to the Contractor.
4. The Client is entitled to resell the goods delivered under retention of title in the ordinary course of business. If the Client resells these goods, whether without receiving the full purchase price in advance or simultaneously with the transfer of ownership, the Client hereby assigns to the Contractor all claims arising from this resale, including the rights arising from the agreed retention of title toward the Client’s customers. At the Contractor’s request, the Client is obliged to disclose the assignment to the buyers and to provide the Contractor with all information and documents necessary for asserting these rights.
5. The Client is authorized to collect the claims from the resale despite the assignment, provided that the Client fulfils its obligations toward the Contractor. If the value of the securities provided to the Contractor exceeds the Contractor’s claims by more than 10%, the Contractor must release securities of its choice at the Client’s request. The assertion of the retention of title by the Contractor shall constitute a withdrawal from the contract only if the Contractor has expressly declared this in writing.
6. In the event of a breach of contract by the Client, in particular in the case of payment default or the filing of a petition for insolvency proceedings concerning the Client’s assets, or in the event that such a petition is rejected due to lack of assets, the Contractor is entitled, after issuing a reminder, to demand the return of the goods delivered under retention of title, excluding the Client’s right of retention. The retrieval shall not constitute a withdrawal from the contract unless expressly stated in writing. In the case of software deliveries, the usage and exploitation rights granted to the Client shall lapse in such cases.
Delivery times and delays
1. Compliance with agreed delivery deadlines requires the timely receipt of all documents to be provided by the Client, the necessary approvals and releases, as well as compliance with the agreed payment terms and other obligations by the Client. If these requirements are not met in time, the delivery deadlines shall be extended accordingly; this does not apply if the Contractor is responsible for the delay.
2. The statutory consequences of delay are hereby modified to that extent. Flat-rate delay fees or contractual penalties always require an explicit written agreement between the parties.
3. Claims for compensation by the Client that exceed the aforementioned limits are excluded in all cases of delayed delivery, even after an additional period set by the Contractor has expired.
4. Mandatory statutory liability provisions, such as liability arising from a guarantee, liability for intentional and grossly negligent conduct, for injury to life, body or health, for the violation of essential contractual obligations, liability under product liability law and the regulations of consumer goods law, remain unaffected.
Force majeure
Force majeure of any kind, in particular unforeseeable operational, transport or shipping disruptions, fire damage, flooding, unforeseeable shortages of labor, energy, raw materials or auxiliary materials, strikes, lockouts, official orders or other circumstances for which neither party is responsible and which delay or make impossible the manufacture, shipment or acceptance, release the parties from their obligation to deliver or accept for the duration and extent of the disruption. If delivery and/or acceptance is delayed by the disruption by more than eight weeks, both parties are entitled to withdraw from the contract.
Price and payment, set-off, right of retention
1. Prices apply at the Contractor’s place of business and exclude all ancillary costs such as statutory VAT, packaging, customs duties, freight, insurance and similar costs unless otherwise agreed. Payment is due immediately upon conclusion of the contract and without deductions.
2. The Contractor is entitled to apply payments of the Client first to the Client’s older debts and to offset incoming payments first against costs, then interest, and finally the principal performance.
3. If, after conclusion of the contract, justified doubts arise regarding the Client’s creditworthiness, the Contractor may demand advance payment or the provision of security. If the Client does not comply with this request, the Contractor is entitled to withdraw from the contract or to demand compensation. The Client is only entitled to offset or assert a right of retention if the Client’s counterclaims are undisputed or have been legally established.
Acceptance
If the nature of the service (work performance) requires acceptance, this must take place without undue delay on the part of the Client and with the preparation of a written acceptance protocol. If the Client does not accept the service within 14 days after notification of completion and/or delivery and does not report any defects preventing acceptance within this period, the service shall be deemed contractually compliant and accepted. In the case of separately completed partial services, partial acceptance may be required in accordance with the above provisions.
Warranty
1. Warranty claims of the Client are limited to the right of subsequent performance (at the Contractor’s choice, either rectification or replacement). If subsequent performance by the Contractor fails, the Client may demand a reasonable reduction in price or, at the Client’s option, withdraw from the contract. Claims by the Client for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as these expenses increase because the subject matter of the delivery was subsequently transported to a place other than the Client’s principal place of business, unless such transport corresponds to the intended use of the item.
2. If the warranty claim involves a withdrawal by the Client after the statutory conditions for withdrawal have been met, the Client is not entitled to claim damages in addition to the withdrawal under the provisions of the law on consumer goods purchases. Claims for damages are governed by § 13.
3. The Client is obliged to notify the Contractor without delay of any recourse case arising in the supply chain as soon as the Client becomes aware of it. Statutory recourse claims of the Client against the Contractor exist only to the extent that the Client has not made any agreements with its own purchaser that exceed the statutory claims for defects.
4. The agreement of a guarantee requires written form. A guarantee declaration is only effective if it sufficiently specifies the content of the guarantee as well as its duration and territorial scope.
5. Warranty claims do not exist in the case of only minor deviation from the agreed condition, minor impairment of usability, or in the case of non‑reproducible software errors.
6. Further claims of the Client beyond those regulated in Section 10 against the Contractor, its organs, employees or vicarious agents due to a defect are excluded.
Infringement of third‑party intellectual property rights
1. Unless otherwise agreed, the Contractor is obligated to deliver the goods free from industrial property rights and copyrights of third parties only in the country of the place of delivery. If a third party asserts justified claims against the Client due to the infringement of property rights by goods delivered by the Contractor and used in accordance with the contract, the Contractor shall be liable to the Client within the period specified in § 13 as follows: The Contractor shall, at its choice and at its expense, either modify the goods so that the property right is no longer infringed or replace them. If this is not possible for the Contractor under reasonable conditions, the Client is entitled to the statutory rights of withdrawal or reduction. The Contractor shall not be liable for compensation for expenses incurred by the Client. The Contractor’s obligation to pay damages is governed by § 13.
2. The above obligations of the Contractor apply only if the Client immediately notifies the Contractor in writing of any claims asserted by third parties, does not acknowledge the infringement, and enables the Contractor to conduct all defensive measures and settlement negotiations. If the Client ceases the use of the goods to reduce damage or for other important reasons, the Client must inform the third party that the cessation of use does not constitute acknowledgment of a property rights infringement.
3. Claims of the Client are excluded insofar as the Client is responsible for the property rights infringement.
4. Claims of the Client are further excluded if the property rights infringement is caused by special requirements of the Client, by use not foreseeable by the Contractor, or caused by a modification of the goods or use together with products not delivered by the Contractor.
5. In the event of infringements of property rights, the Client’s claims shall be governed by the provisions in Sections 6, 9, 11, 12, 13 and 14 accordingly.
Complaints of defects
1. All complaints, in particular notices of defects, must be submitted without delay, but no later than within 10 days after receipt of the delivery (for hidden defects, without delay but no later than within 10 days after their discovery), and must be received by the Contractor in written form. If the Client does not notify the Contractor of complaints or defects in writing within this period or in the agreed written form, the delivery shall be deemed approved with regard to the unreported or not properly reported defects. If the Client accepts the delivery despite knowing of the defect, the Client shall be entitled to claims only if the Client expressly reserves rights concerning the defect in writing at the time of acceptance.
2. The notification of a defect does not suspend the limitation period. The limitation period is suspended only by legal action being taken to enforce claims.
Compensation for damages
1. Claims for damages or reimbursement of expenses by the Client (hereinafter “claims for damages”), regardless of legal basis, particularly for breach of duties arising from the contractual relationship or from tort, are excluded.
2. This limitation of liability does not apply in cases of intentional or grossly negligent damage caused by the Contractor, its senior staff or vicarious agents, in cases of injury to life, body or health, in cases of fraudulent intent, the assumption of a guarantee or a procurement risk, in cases of failure to comply with an essential contractual obligation, and in cases in which the Contractor is mandatorily liable under product liability law. In cases of slightly negligent damage to property and financial losses resulting from the breach of an essential contractual obligation, the Contractor’s liability is limited to the amount of the foreseeable damage typical for this type of contract. Essential contractual obligations are those whose fulfilment is necessary for the proper performance of the contract and on which the Client may rely.
3. A change in the burden of proof to the disadvantage of the Client is not associated with the above provisions.
4. Claims for damages due to loss of stored data are excluded if the damage would not have occurred with proper data backup.
Limitation period
1. Warranty claims of the Client become time‑barred 12 months after the start of the statutory limitation period.
2. Mandatory statutory limitation and liability provisions, such as liability arising from the assumption of a guarantee, liability for intentional and grossly negligent conduct, liability for injury to life, body or health, liability for the violation of essential contractual obligations, liability under product liability law and the provisions on consumer goods sales, remain unaffected.
Impossibility
1. If the Contractor refuses delivery because the delivery was already impossible at the time the contract was concluded or requires an effort that is grossly disproportionate to the Client’s performance interest, the Contractor shall be liable to the Client for damages instead of performance only if the Contractor is responsible for the impossibility. Representation is not applicable if the Contractor was unaware of the impossibility at the time of contract conclusion and this lack of knowledge was not due to negligence. The Client’s claim for damages is limited to 10% of the value of that part of the delivery which cannot be used for its intended purpose due to the impossibility. This limitation does not apply in cases of intent, gross negligence, injury to life, body or health. A shift in the burden of proof to the disadvantage of the Client is not associated with this. The Client’s right to withdraw from the contract remains unaffected.
2. If impossibility occurs after conclusion of the contract or if the performance requires disproportionate effort, the Contractor shall be liable for damages only if the cause was foreseeable and preventable.
Transfer of rights and obligations
Subject to statutory provisions regarding the permissibility of assignment prohibitions, the transfer of rights and obligations from the contract requires the Contractor’s consent.
Reference permission
Upon completion of the project, the Contractor is entitled to refer to the project, including the project description, names of contact persons, technologies and functionalities used, as well as the corporate logo, in publications such as the Contractor’s website. This right may be revoked at any time.
Applicable law, interpretation of clauses, etc.
1. Exclusively the law of the Federal Republic of Germany applies, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict‑of‑law rules of international private law.
2. The Client shall bear all fees, taxes and costs associated with the purchase contract, including customs duties and import charges of the destination country.
Place of performance and jurisdiction; severability clause
1. The place of performance for delivery is the respective shipping location; for payment, it is Dresden.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with an order shall be the court having jurisdiction at the Contractor’s place of business, provided this is legally permissible and both parties are merchants. The Contractor is also entitled to assert claims at the Client’s general place of jurisdiction.
3. Should individual provisions of these sales and delivery terms be wholly or partially invalid, the validity of the remaining provisions or remaining parts of such provisions shall not be affected. The parties shall replace any invalid provision with a valid one that comes closest to achieving the economic purpose of the invalid provision.