General Terms and Conditions of Delivery

1. Validity

(1) All deliveries, services and offers of PIX Germany GmbH, Karl-Schurz-Str. 35, 33100 Paderborn (hereinafter referred to as ‘Seller’) are made exclusively on the basis of these General Terms and Conditions of Delivery. These are an integral part of all contracts that the Seller concludes with its contractual partners (hereinafter also referred to as ‘Buyer’) for the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the Buyer, even if they are not separately agreed again. The terms of delivery apply exclusively to contracts, deliveries and other services provided by PIX Germany GmbH to its commercial Buyers within the meaning of § 14 BGB.

(2) Terms and conditions of the Buyer or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter containing or referring to the terms and conditions of the Buyer or a third party, this shall not constitute agreement with the validity of those terms and conditions.

2. Offer and Conclusion of Contract

(1) All offers of the Seller are subject to change and non-binding, unless they are expressly labelled as binding or contain a specific acceptance period. The Seller may accept orders or commissions within 14 days of receipt.

(2) The legal relationship between the Seller and the Buyer shall be governed solely by the purchase contract concluded in writing, including these General Terms and Conditions of Delivery. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by the Seller prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless expressly agreed otherwise.

(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective. With the exception of managing directors or authorised signatories, the Seller's employees are not entitled to make verbal agreements that deviate from the written agreement. Telecommunication, in particular via web shop or e-mail, is sufficient to fulfil the written form requirement.

(4) The Buyer is responsible for the accuracy and content of their order. All costs incurred as a result of correcting any inaccuracies shall be borne by the Buyer. Information provided by the Seller on the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximate, unless exact conformity is required for the contractually intended purpose. They are not guaranteed characteristics, but descriptions or labelling of the delivery or service. Deviations customary in the trade, deviations due to legal regulations or technical improvements, as well as the replacement of components by equivalent parts, are permissible provided they do not impair usability for the intended contractual purpose.

(5) Orders for goods not listed in the catalogue or manufactured according to the Buyer’s specific requirements cannot be cancelled once the Seller has accepted and confirmed them in writing. The Buyer shall bear all costs incurred by the Seller up to the time of written cancellation, regardless of whether the goods have been delivered or not. This includes all material costs, labour costs associated with cancellation, and any development costs.

3 Prices and Payment

(1) The price agreed between the Seller and the Buyer applies. The price is calculated based on the current catalogue price minus an agreed discount or an agreed net price. Additional or special services shall be invoiced separately. Prices are quoted in EUR based on the applicable Incoterms plus statutory VAT, customs duties, fees and other public charges applicable to export deliveries.

(2) Special offers are valid for 30 days from the date of issue unless otherwise agreed in writing. Thereafter, the catalogue price minus the standard discount agreed with the Buyer shall apply.

(3) Invoice amounts must be paid net within thirty (30) days unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive. If payment is not received by the due date, the outstanding amount shall bear interest at 9% p.a. from the due date. The right to claim higher interest and further damages remains unaffected.

(4) Offsetting against the Buyer’s counterclaims or the retention of payments due to such claims is only permissible if these counterclaims are undisputed or have been legally established.

(5) The Seller may make outstanding deliveries or services subject to advance payment or security if, after contract conclusion, circumstances arise that significantly impair the Buyer’s creditworthiness and jeopardise the Seller’s claim to payment.

4 Delivery and Delivery Time

(1) Deadlines and delivery dates promised by the Seller are always approximate unless a fixed date is expressly agreed.

(2) If the Buyer delays its contractual obligations, the Seller may demand a corresponding extension of deadlines or postponement of delivery.

(3) The Seller is not liable for delays or impossibility of delivery due to force majeure or other unforeseeable events (e.g. operational disruptions, supply chain problems, pandemics, transport delays, strikes, lack of materials or approvals, or supplier defaults despite hedging transactions). If such events render delivery permanently impossible, the Seller is entitled to withdraw. For temporary impediments, deadlines are extended by the duration of the impediment plus a reasonable start-up time.

(4) Partial deliveries are permissible if they can be used by the Buyer contractually, the remaining delivery is assured, and no significant additional costs arise (unless borne by the Seller).

(5) If delivery becomes impossible or the Seller defaults, liability shall be limited in accordance with § 7.

5 Place of Fulfilment, Dispatch, Packaging, Transfer of Risk, Acceptance

(1) Place of fulfilment is Paderborn unless otherwise agreed.

(2) Shipping method and packaging are at the Seller’s discretion.

(3) Risk transfers to the Buyer upon handover to the carrier, or when goods are ready for shipment and Buyer delays acceptance.

(4) Storage costs after risk transfer are borne by the Buyer. If goods are not accepted or accepted late, the Buyer shall also bear return transport costs, delivery costs, and a handling fee of 15% of the invoice amount.

6 Warranty, Material Defects

(1) Warranty period is one year from delivery, subject to proper installation, use and maintenance. This does not apply to damages from injury to life, limb or health, or from intent or gross negligence. The Seller is not liable for improper use or normal wear and tear.

(2) Buyer must inspect goods immediately upon delivery. Obvious defects must be reported in writing within seven working days, or the goods are deemed accepted. For hidden defects, the same applies from the date the defect becomes apparent.

(3) In case of defects, the Seller has the right to remedy or replace. If this fails, the Buyer may reduce the price or withdraw from the contract.

(4) If the defect is the Seller’s fault, the Buyer may claim damages under § 7.

(5) Warranty is void if the Buyer modifies the item without Seller’s consent and this makes remedy harder. Buyer bears additional costs resulting from modification.

(6) For used goods, any warranty is excluded.

7 Liability for Damages Due to Fault

(1) Seller’s liability is limited under this clause and applies only in cases of fault.

(2) No liability for slight negligence by agents, unless a material contractual obligation is breached. Material obligations include timely delivery, freedom from defects that impair functionality, and obligations to protect health, life or property.

(3) For negligent breaches, liability is limited to foreseeable damages. Consequential damages are only compensable if typical in the use of the item.

(4) In cases of slight negligence, compensation is capped at EUR 500.00 per claim.

(5) The limitations apply to all Seller’s agents and employees.

(6) Technical advice is non-binding and liability-free unless contractually agreed.

(7) Limitations do not apply to intentional conduct, guaranteed characteristics, injuries to life, limb or health, or claims under the Product Liability Act.

8 Retention of Title

(1) Goods remain property of the Seller until fully paid.

(2) Buyer stores goods free of charge.

(3) Buyer may process or sell goods in the ordinary course of business until a realisation event. Pledges and transfers as security are prohibited.

(4) If goods are processed, the Seller retains co-ownership in proportion to value.

(5) In case of resale, Buyer assigns resulting claims to Seller. Buyer may collect the claim unless revoked by Seller.

(6) If third parties seize goods, Buyer must inform them of Seller’s ownership and notify the Seller.

9 Data Protection Declaration

The Seller may only process and store data relating to the respective delivery contracts within the framework of the applicable legal provisions. Details can be found in the data protection declaration available on the Seller’s website.

10 Final Provisions

(1) If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the court at the registered office of the Seller, currently Paderborn, shall have exclusive jurisdiction for all disputes arising from the contractual relationship. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

(2) The relations between the Seller and the Buyer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.

PIX Germany GmbH

(Version: June 2025)

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