§ 1 General information, customers
1. These General Terms and Conditions apply to all legal transactions (quote, purchase contract, supply, all other services) between Pyrexx Technologies GmbH (subsequently referred to as the "retailer"), Spichernstraße 2, 10777 Berlin, Germany, and their customers, in the version applicable at the point in time of contract conclusion.
2. In the sense of these General Terms and Conditions, customers are considered to be exclusively contractors. A contractor within the sense of these General Terms and Conditions is any natural or legal person as well as legally binding partnerships acting in the course of its commercial or independent professional activities at the point in time of concluding a legal transaction (refer to § 14 of the German Civil Code).
3. Any differing terms and conditions stated by the customer are not part of the contract. This applies even if they are not explicitly objected to.
§ 2 Conclusion of the contract
1. The presentation of the products on the Pyrexx Technologies GmbH website constitutes an non-binding offer. The customer can place a request via the Pyrexx offer portal online. The retailer then provides the customer with a binding, limited time offer. On acceptance, a contract is established between the retailer and the customer. The retailer subsequently confirms the contract agreed in the form of a contract confirmation in writing. However, any requests for alterations by the customer can only be considered before the contract is concluded.
§ 3 Terms of payment
1. All stated prices are not binding and are net prices excl. the current value added tax (VAT).
2. All prices are ex warehouse excl. shipping and packaging costs, unless customer pickup at the retailer's production location has been agreed. The retailer has a right to a corresponding part payment in the event of partial deliveries. The retailer reserves the right to deliver only against prepayment or C.O.D. service. Unless the order confirmation states otherwise, the invoice amount (without deduction) is due within 14 days from the date of invoice.
3. Alternatively, the customer can revocably authorize the retailer to collect all amounts due under the framework of business relationship, by way of the SEPA mandate/SEPA corporate mandate. Direct debit payment is collected 8 days after the date of invoicing. The period for preliminary announcement (pre-notification) is limited to 1 day. The customer must ensure funds are available in the account. Costs incurred due to non-payment or refund of the direct debit will be charged to the customer, as long as the non-payment or the refund was not caused by the retailer. If, according to the customer, an amount not due was debited from their account, the customer must notify the retailer immediately. In this case, the retailer agrees to review the process and, if necessary, refund the incorrectly debited amount to the customer immediately. Should direct debits have to be reversed because the customer's account does not have sufficient credit or because the customer revokes the direct debit without any legal basis, the customer agrees to refund the retailer the return debit charges imposed on the retailer by the bank. The assertion of further damages remains reserved.
4. The retailer reserves the right, without stating any reasoning, to request that individual customers and contracts pay/are paid in advance or only pay/are paid by cash.
5. In case of default, statutory default interest is calculated (currently nine percentage points above the base rate of the European Central Bank). In addition, the retailer reserves the right, excluding the first reminder, to charge reminder fees amounting to € 5.00 plus VAT and to demand compensation for damages (for example, for legal costs). The customer is however entitled to demonstrate that less or no damage has been inflicted on the retailer.
6. The withholding of payments by the customer is permitted only if the right of retention is based on the same contract. The customer only has the right to offset uncontested or legally established claims.
§ 4 Costs in the event of cancelled orders
1. Orders are binding. As such, the retailer is not obliged to cancel an order once the contract is concluded. Nevertheless, in the event of a cancelled order, should the parties agree to annul a contract out of goodwill, the costs already caused by the contract are to be reimbursed. The parties agree that a minimum general cancellation fee of 10 % of the gross invoice volume traffic should apply.
§ 5 Shipping and delivery
1. The means of shipping is based on the retailer's own discretion. Partial deliveries to the customer are permitted, within reason. The customer is not subject to additional shipping costs in the event of partial deliveries. The customer bears the costs and risks of shipping. Transport insurance is only applied at the express request and expense of the customer.
2. The delivery time is agreed individually or communicated to the buyer in the order confirmation.
3. The retailer is not liable for damage caused by acts of God, riots, war, natural disasters or other events out of its control (e.g. strike, lockout, traffic disruptions, decrees of public authorities in Germany or abroad, government/court orders, improper self-supply despite corresponding cover transactions) and it is not accountable. Such events entitle the retailer to the power to postpone the service during the event or to cancel the contract. In the latter case, the retailer is obliged to immediately inform the customer about the unavailability and immediately refund monies paid.
§ 6 Storage costs
1. If the customer falls behind schedule when accepting the service, the retailer may claim compensation for the additional costs prompted due to storage of the ordered goods, provided the extent of this additional expenditure is deemed necessary from an objective perspective. The retailer is, among other things, entitled to implement storage with a freight forwarder and provide the buyer with an invoice stating the actual expenditure incurred. Provided storage costs are not incurred by a third party provider, and calculating the cost is too difficult, the parties agree that the retailer's storage charge is set at a flat rate of € 50.00 per day of delay.
§ 7 Retention of ownership
1. The retailer reserves the right to retain ownership of all goods delivered to the customer (reserved goods) until the payment of all claims from the business relationship with the customer. The customer is entitled to bring claims arising against their own buyer when purchasing from the retailer, to resell the reserved goods, whereby the customer is authorised to handle claims resulting from their own buyer of their own accord. The customer is not entitled to bond the reserved goods or to assign them as security. In credit transactions, the customer is obliged to agree on retention of title with its own buyers. In the event of default by the customer, the retailer is entitled to demand immediate surrender of the as yet unsold goods. Further claims for damages are reserved.
§ 8 Returns under warranty
1. If the customer demands rectification and recognises or misjudges the existence of a defect, it issues the retailer with € 15.00 excl. VAT per smoke alarm device to determine this matter. The customer is however entitled to demonstrate that less or no damage has been inflicted on the retailer.
§ 9 Warranty
1. The risk of accidental loss or deterioration of the goods sold is transferred to the customer's carrier at the time of handover. If the dispatch, delivery or supply is delayed for reasons caused by the customer or if the customer is unable to accept delivery for other reasons, the risk is transferred at the time of original handover to the customer, without the delay.
2. If, after delivery, the customer realises that the packaging of the ordered goods is damaged or damage to the goods component is later determined, the customer is obliged to immediately notify of any obvious defects in writing. Otherwise the goods are deemed to be accepted and the assertion of warranty claims is excluded. The keeping of the term is sufficient for timely submission of the defects notice. The burden of proof for all claim requirements lies with the customer.
3. If the goods are defective, the customer is entitled to subsequent rectification. The retailer has the right to choose whether this is provided in the form of repair or replacement. If defects are not corrected even after two attempted rectifications, the customer is entitled to withdrawal or reduction.
4. The customer may withhold payments only if a complaint is asserted within 5 working days, to which there can be no doubt with regard to justification. In case of a justified notification of defects, the customer's right to retention is only allowed in an appropriate and reasonable ratio of the defect to the contract price. If it becomes clear that the notification of defect was unjustified, the retailer is entitled to demand compensation for the expenses incurred for this purpose from the customer.
5. Damages that are caused by the customer through improper handling or use of the goods (storage, handling or installation in particular), do not fall under the warranty. Compensation for defective goods may be asserted only in the event of intentional or gross negligence of the customer. However, this does not apply, if the customer can demonstrate that they were not responsible or liable for damage arising out of death, injury to body or health as well as liability pursuant to the German Product Liability Act.
6. All claims regarding or related to defects expire in twelve months after delivery or acceptance of the goods to the customer. The above provisions shall not apply if the law according to § 479 para. 1 German Civil Code (right of recourse) prescribes longer periods mandatory or for claims in tort or malice. Before any return of the goods, the retailer's approval must be obtained.
§ 10 Acceptance
1. The customer may not refuse acceptance of deliveries due to insignificant defects.
§ 11 Liability
1. The retailer and its legal representatives and vicarious agents shall principally only be liable for intent and gross negligence. This shall not refer to the liability for damage arising out of death, injury to body or health as well as liability pursuant to the German Product Liability Act. Provided the retailer has not imposed any deliberate behaviour, the retailer is liable only for the typical foreseeable damage.
2. In violating substantial contractual obligations the retailer shall also be liable for slight negligence. Substantial contractual obligations are considered to be those required to fulfil the contract's purpose and which ensure its implementation is made possible at all. Liability shall be limited to the foreseeable average damage being deemed typical for the contract. The same shall apply to gross negligent infringements of non-substantial contractual obligations.
§ 12 Data protection conditions
§ 13 Alterations
1. These terms and conditions are subject to change on objective grounds by the retailer; for example, due to an amendment in the law, alterations in jurisdiction or changes in economic conditions. Alterations are put to the customer in writing, 2 months before the proposed date of entry into force at the latest. If the customer has agreed to use electronic communication with the retailer as part of the business relationship, the alterations may also be proposed in this way. The consent of the customer shall be deemed granted if no disapproval has been indicated before the proposed effective date of the alterations. The retailer must make such consent to the buyer particularly clear as part of the order confirmation. If the customer declines the changes to the conditions, the previous contract remains valid. The retailer must make this right particularly clear to the buyer in the order confirmation.
§ 14 Final provisions
1. The business relationship between the customer and the retailer is governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The place of fulfilment and exclusive jurisdiction for deliveries and payments and for all disputes arising between the parties shall be the registered office of the retailer, as agreed.
3. Should any of these terms and conditions be totally or partly ineffective, this shall not affect the validity of the remaining provisions.