Terms and Conditions of Sale, Delivery, Payment and Warranty

§ 1 Scope of Application

§ 1.1 Basis of the Contract
The contractual relationship between Fritz Paulmichl GmbH (hereinafter 'PAULMICHL') and the client shall be governed exclusively by the following terms and conditions.

§ 1.2 Precedence of the General Terms and Conditions
These terms and conditions shall in all cases take precedence over any terms and conditions of the client.

§ 1.3 Requirement for Written Form
Any agreements that deviate from the printed or written text of the contract must be in writing.

§ 1.4 Supplementary Agreements
Deviations and additions shall only form part of the contract if they have been confirmed in writing by PAULMICHL.

§ 1.5 Applicability to all services
These terms and conditions apply to all deliveries and services ordered by the client.

§ 1.6 Extended applicability
These terms and conditions also apply to all supplementary and follow-up orders, as well as to additions and amendments to the contract, without the need for this to be reiterated in each individual case.

§ 2 Quotations and documentation

§ 2.1 Non-binding nature of quotations
Our quotations are subject to change and are non-binding.

§ 2.2 Technical Specifications
Brochures and technical documentation attached to the quotation or order confirmation (e.g. illustrations, drawings, design proposals) are only approximate, unless individual details are expressly guaranteed or designated as binding.

§ 2.3 Technical Changes
We reserve the right to make technical improvements to the design and manufacturing methods.

§ 2.4 Ownership and rights of use
Rights of use and ownership of quotation documents (e.g. cost estimates, drawings) remain with us, provided that no separate remuneration has been paid for their preparation and such remuneration has been paid in full.

§ 2.5 Confidentiality and Use
Tender documents must not be disclosed, published or reproduced without our permission, nor used for purposes other than those agreed.

§ 2.6 Obligation to Return
If the client does not accept the quotation, all quotation documents must be returned to us in full and without delay upon request.

§ 3 Placing of Orders and Conclusion of Contracts

§ 3.1 Binding nature of orders
An order placed by the buyer is legally binding and cannot be unilaterally revoked by the buyer.

§ 3.2 Order Confirmation
We shall confirm all orders received, regardless of whether they are placed verbally or in writing.

§ 3.3 Conclusion of the Contract
In the exceptional event that no order confirmation is issued, the order shall nevertheless be deemed to have been accepted, provided that we do not reject it within 14 days of the order being placed.

§ 3.4 Verbal Agreements
Verbal agreements are not binding on us as the supplier.

§ 4 Prices

§ 4.1 Pricing
All prices quoted are net and apply to the delivery of unpackaged goods ex works in Leutkirch/Gebrazhofen or ex warehouse of our authorised dealers.

§ 4.2 Transport costs
Transport constitutes an additional service and is charged separately.

§ 4.3 Packaging
Any necessary packaging is charged at cost price and will not be taken back.

§ 4.4 Value Added Tax
If the statutory VAT rate changes between the conclusion of the contract and delivery, the net price plus the VAT rate applicable at the time of delivery is payable.

§ 4.5 Price adjustment in the event of a longer delivery period
If there is a period of more than eight weeks between the conclusion of the contract and the agreed delivery date, the generally applicable list price set by us at the time of delivery shall apply.

§ 5 Due Date and Terms of Payment / Default

§ 5.1 Applicability of payment terms
As a general rule, the terms of payment specified by PAULMICHL in the relevant order shall apply.

§ 5.2 Payment period
Unless separate payment terms have been agreed, invoice amounts are due for payment no later than 14 days after the invoice date.

§ 5.3 Late Payment
If the invoice amount is not received by us within 40 days of receipt of the invoice at the latest, the buyer shall be in default of payment, provided that the buyer is responsible for the delay and default has not already occurred. In this case, no reminder is required.

§ 5.4 Interest on late payment
Interest on arrears shall be charged at a rate of 8 per cent per annum above the relevant base rate in accordance with Section 247 of the German Civil Code (BGB). We reserve the right to claim further damages arising from the delay.

§ 5.5 Instalment payments
If the client defaults on an instalment under an agreed instalment payment arrangement, the entire outstanding amount shall become due for payment immediately.

§ 5.6 Method of payment
All payments must be made directly to us.

§ 5.7 Payment by bill of exchange
Where payment is made by bill of exchange, the buyer shall bear the costs incurred, in particular discount and collection charges. Cash discounts are not permitted for payments by bill of exchange.

§ 6 Set-off, right of retention, prohibition on assignment

§ 6.1 Set-off and right of retention
The client is only entitled to set off claims or to assert a right of retention if the relevant claim is undisputed, has been legally established or is ready for a decision.

§ 6.2 Exclusion of Further Rights of Retention
Insofar as a right of retention is not permitted under the above provision, the rights of retention set out in Sections 369 and 371 of the German Commercial Code (HGB) are also excluded.

§ 6.3 Prohibition on Assignment
The client is not entitled to assign its claims against us to third parties.

§ 7 Delivery and transfer of risk

§ 7.1 Place of dispatch
Goods ordered shall be dispatched from the warehouse at our factory in Leutkirch/Gebrazhofen or from the warehouses of our authorised agents.

§ 7.2 Transport Costs and Risk
If, at the client's request, transport is arranged to a destination specified by the client, the client shall bear the costs and the risk of transport.

§ 7.3 The risks associated with carriage paid deliveries
Even in the exceptional case of carriage paid delivery, dispatch is at the client's risk.

§ 7.4 Delayed acceptance / dispatch
If, at the client's request, goods ready for dispatch are dispatched at a later date than originally scheduled, the client shall bear the risk of accidental destruction, loss or damage even before the goods are dispatched.

§ 7.5 Time of transfer of risk
In this case, the risk passes to the buyer at the end of the originally scheduled dispatch date.

§ 7.6 Insurance
Transport insurance shall only be taken out at the client's express request and at their expense.

§ 8 Basis of the contract and return of spare parts

§ 8.1 Deliveries of spare parts, components or accessories ordered by the customer for the purposes of selection, compatibility testing, self-diagnosis or in excess of actual requirements shall be made on the basis of a binding contract of sale.

Subject to statutory rights, the return of unwanted parts shall take place exclusively with the prior consent of the seller.

Such consent may, in particular, be made conditional upon the issue of a Return Merchandise Authorization / (RMA) or a return slip.

§ 8.2 Conditions for returns
A return is only possible if the goods are returned within 60 calendar days of receipt and are in the following condition:

• complete
• in its original packaging
• unused
• undamaged
• clean
• suitable for resale

The following items, in particular, cannot be returned:

• electronic components with the protective packaging opened
• parts that have already been connected, programmed or put into operation
• custom-made or custom-configured products

§ 8.3 Processing and restocking charges
A fee of 10 per cent of the net value of the goods may be charged for inspection, administrative processing and restocking for each return, provided that the net value of the goods does not exceed EUR 4,000. For a net value of the goods exceeding EUR 4,000, a flat-rate fee of EUR 400 will be charged.

The customer may provide evidence that no costs were incurred, or that the costs were lower.

The seller may claim higher actual costs.

The seller reserves the right to prove that higher, actual and reasonable costs were incurred

§ 8.4 Return costs and risk
The costs and risk of the return shipment shall be borne by the customer, unless there is a defect, an incorrect delivery or a circumstance for which the seller is responsible.

Returns sent carriage forward may be refused or the additional costs incurred may be charged to the customer.

§ 8.5 Credit note and impairment
Upon return, a credit note will be issued for the value of the returned items, less the processing and restocking fee agreed under these terms, as well as any appropriate impairments.

If the items are damaged, incomplete, soiled, used, not in their original packaging or not suitable for resale, the seller may refuse to accept the return or deduct an appropriate reduction in value from the credit note.

§ 8.6 Statutory rights
The customer's statutory rights, in particular in the event of defects or incorrect deliveries, remain unaffected.

§ 9 Delivery times and delays in delivery

§ 9.1 Binding delivery times
Binding delivery times must be expressly agreed and confirmed in writing by PAULMICHL.

§ 9.2 Non-binding information
Statements such as 'approx.', 'by arrangement', 'as soon as possible' or similar are non-binding and merely represent estimated delivery dates.

§ 9.3 Grace period in the event of a delay in delivery
If a binding delivery deadline cannot be met, the client must set a reasonable grace period for delivery.

§ 9.4 Extension of the delivery deadline
Where delays in manufacture, delivery or performance are not attributable to PAULMICHL, the delivery or performance deadline shall be extended accordingly.

§ 10 Retention of title

§ 10.1 Retention of title
The goods delivered shall remain the property of PAULMICHL until all claims arising from the business relationship with the client have been paid in full.

§ 10.2 Measures in the event of breach of contract
In the event of the client's breach of contract, in particular in the event of late payment, PAULMICHL shall be entitled to provide further services only against security or advance payment.

§ 10.3 Withdrawal from the contract
PAULMICHL is entitled to withdraw from the contract if – provided that setting a deadline is necessary – a reasonable period for payment of the purchase price has elapsed without result.

§ 10.4 Restriction on disposal
The client may not sell, give away, pledge, assign as security or otherwise dispose of the goods to be delivered.

§ 10.5 Release of security
If the realisable value of the security held by PAULMICHL exceeds the total amount of the claim by more than 20 per cent, PAULMICHL shall, at the client's request, release corresponding security at its own discretion.

§ 11 Warranty

§ 11.1 Limitation period for claims for defects
Claims for defects by the customer shall become time-barred one year after delivery of the goods in the case of new goods and six months after delivery of the goods in the case of second-hand goods, in each case to the extent permitted by law. This shall not affect claims for damages arising from injury to life, limb or health; claims arising from intentional or grossly negligent breach of duty; claims under the Product Liability Act; claims arising from fraud or a guarantee given, as well as longer limitation periods that cannot be waived by law, in particular under Section 438(1)(1) and (2) of the German Civil Code (BGB) and, where applicable, under Section 634a(1)(2) of the German Civil Code (BGB).

§ 11.2 Compensation for Damages and Expenses
Claims for damages and reimbursement of expenses arising from defects remain unaffected, insofar as they are not excluded or limited under Section 12.

§ 11.3 Obligation to Inspect and Give Notice of Defects
The purchaser must inspect the delivered goods immediately upon receipt. Any defects that are obvious or detectable upon proper inspection must be reported in writing no later than ten calendar days after receipt of the goods. If such notification is not provided in good time, the goods shall be deemed to have been accepted in that respect. Hidden defects must be reported in writing immediately upon discovery. In all other respects, Section 377 of the German Commercial Code (HGB) applies.

§ 11.4 Subsequent performance
If the goods delivered are defective, we shall, at our discretion, either repair them or supply a replacement, provided this is reasonable for the purchaser. The customer must allow us the time and opportunity necessary for inspection and subsequent performance. If the customer culpably refuses or obstructs this, claims for defects shall not apply to the extent that the lack of cooperation is the cause of the failure to carry out, the delay in or the obstruction of the subsequent performance. If a complaint regarding a defect proves to be unjustified, we may claim reimbursement of the expenses incurred as a result, provided that the customer was aware, or negligently failed to recognise, that no defect existed. We shall bear additional costs arising from the goods having been moved, after the transfer of risk, to a location other than the agreed place of delivery or use only insofar as such movement is in accordance with the intended use or we have consented to it. Replaced parts shall become our property. If the subsequent performance fails, is not carried out within a reasonable period, or if we definitively refuse to carry out it, the purchaser may, in accordance with statutory provisions, reduce the price or withdraw from the contract. Withdrawal is excluded in the case of only minor defects.

§ 11.5 Warranties and Agreements on Quality
Warranties shall only apply if expressly confirmed in writing. Specifications regarding quality are only binding if they have been expressly agreed or confirmed.

§ 11.6 Operating conditions / normal wear and tear
The customer is aware that contact with aggressive media, abrasive substances or other operating conditions typical of the application – in particular with slurry, fermentation substrates, waste water, sand or foreign bodies – may result in corrosion, material degradation or other impairments. This does not constitute a defect, unless a different quality or suitability for specific operating conditions has been expressly agreed.

§ 11.7 Exclusion of warranty in the event of improper use
No warranty applies to damage resulting from:

• unsuitable or improper use
• natural wear and tear or excessive strain
• incorrect installation/commissioning by third parties
• improper handling
• unsuitable operating equipment
• unauthorised modifications
• repair work, insofar as this was at least partly responsible for the damage

§ 11.8 Wear parts
Wear parts, in particular agitator blades, pump impellers, seals, bearings, screen drums, press screws and similar parts subject to operational wear and tear, are excluded from warranty claims insofar as their deterioration is due to normal operational wear and tear. This does not apply if a material, manufacturing or design fault was already present at the time of delivery.

§ 11.9 Exceptions to restrictions
The above restrictions do not apply in the following cases:

• Fraud
• a warranty given
• injury to life, limb or health
• intent or gross negligence
• claims under the Product Liability Act
• mandatory statutory provisions

§ 11.10 Claims for recourse
Claims for recourse pursuant to Sections 445a and 445b of the German Civil Code (BGB) shall only apply to the extent provided for by law.

They are excluded in particular where the expenditure:

• was not necessary
• was based on goodwill
• was not due
• is based on a failure to inspect or a delayed complaint

§ 12 Liability

§ 12.1 Statutory liability
Unless otherwise specified in the following provisions, we shall be liable in accordance with the statutory provisions.

§ 12.2 Unlimited liability
We shall be liable without limitation in the event of

• intent
• gross negligence
• damage resulting from injury to life, limb or health

§ 12.3 Liability for ordinary negligence
In the case of ordinary negligence, we shall only be liable for a breach of a fundamental contractual obligation. In such cases, our liability is limited to the damage typical for this type of contract and foreseeable at the time the contract was concluded.

Essential contractual obligations are obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may reasonably rely.

§ 12.4 Limitation of liability
In the event of simple negligence, we shall only be liable for damages arising from business interruption, loss of production, reduced yield, loss of profit or other consequential damages resulting from defects insofar as such damages are based on a breach of an essential contractual obligation within the meaning of clause 12.3 and were foreseeable at the time the contract was concluded as a consequence typical of the contract. Otherwise, liability for such damages is excluded, unless unlimited liability applies in accordance with Clause 12.2.

§ 12.5 Exceptions
The above limitations of liability shall not apply in the event of:

• Fraud
• The provision of a guarantee
• intentional or grossly negligent breach of duty
• Damages resulting from injury to life, limb or health
• Claims under the Product Liability Act
• mandatory statutory liability provisions

§ 12.6 Liability for vicarious agents
Where our liability is excluded or limited, this also applies to the personal liability of our legal representatives, employees and vicarious agents.

§ 13 Product monitoring, cooperation with recalls, duty to notify

§ 13.1 Duty to monitor products
The client is obliged to monitor the delivered goods with regard to potential risks and to assist us in fulfilling our statutory product monitoring obligations.

§ 13.2 Co-operation in recall measures
The client is obliged to assist us and the relevant authorities in the event of any necessary product recalls.

This includes, in particular:

• the retention of relevant documentation
• providing all information necessary to ensure traceability back to the end customer or the installation site

§ 13.3 Obligation to report risks
As soon as the client has grounds to believe that a product distributed or used by them is unsafe, they must inform us of this without delay.

§ 14 Lump-sum compensation and call-off orders

§ 14.1 Lump-sum compensation for non-performance
If the contract is not performed for reasons for which the client is responsible, we are entitled to claim damages in lieu of performance amounting to 25 per cent of the agreed price without having to provide itemised evidence.

§ 14.2 Evidence of minor damage
The client reserves the right to prove that no loss has been incurred or that the loss incurred is substantially less.

§ 14.3 Individual calculation of damages
We are entitled, instead of the lump-sum compensation, to calculate and claim the actual loss incurred.

§ 14.4 Call-off orders
In the case of call-off orders and deferred orders, the client is obliged to take delivery of the goods within 12 months of the order being placed.

§ 14.5 Exceeding the time limit for call-off orders
If the call-off deadline is exceeded, we are entitled to:

• to withdraw from the contract and claim damages amounting to 15 per cent of the purchase price on the grounds of non-performance, or
• to insist on performance and, in addition, to claim damages for delayed performance

§ 14.6 Pricing basis for delivery
Prices are calculated on the basis of the rates valid on the day of delivery.

§ 15 Export controls, sanctions and end-use restrictions (No Russia / No Belarus)

§ 15.1 The Client undertakes to use, transfer, sell, supply, export or re-export the goods delivered, as well as any products manufactured from them, exclusively in compliance with all applicable export control, foreign trade, embargo and sanctions regulations. This includes, in particular, Regulation (EU) No 833/2014 (Russia) and Regulation (EC) No 765/2006 (Belarus), as amended from time to time. The Client shall not undertake, support or condone any actions intended to, or having the effect of, circumventing such regulations.

§ 15.2 The contracting authority shall not sell, supply, transfer, export or re-export goods falling within the scope of Article 12g of Regulation (EU) No 833/2014 or Article 8g of Regulation (EC) No 765/2006, neither directly nor indirectly sell, supply, transport, export or re-export them to the Russian Federation or the Republic of Belarus, or for use in the Russian Federation or the Republic of Belarus

§ 15.3 The Client undertakes to take all reasonable and appropriate measures to ensure that the purpose of paragraph 2 is not undermined further down the supply and trade chain. To this end, the Client shall agree suitable and appropriate contractual obligations with its customers and shall maintain a monitoring and control system commensurate with its business model and the respective risk.

§ 15.4 The Client shall inform us in writing without delay if it becomes aware of any indications that the use or transfer of the goods could contravene paragraph 2 or applicable export control, embargo or sanctions regulations. Upon request, the Client shall provide us without delay, and at the latest within two weeks, with all available information and documentation regarding the final destination, end-user and further supply chain of the goods, provided that this is not precluded by mandatory statutory provisions or statutory confidentiality obligations.

§ 15.5 Any culpable breach by the Customer of paragraphs 2 to 4 shall constitute a material breach of contract and shall entitle us, at our discretion, to terminate the contract with immediate effect for good cause, to withhold outstanding deliveries or to suspend performance of the contract; further statutory and contractual rights shall remain unaffected.

§ 15.6 For every culpable breach by the Client of paragraph 2, the Client shall forfeit a reasonable contractual penalty, the amount of which shall be determined by us at our reasonable discretion and may be reviewed by the competent court in the event of a dispute. In determining the amount, particular account shall be taken of the significance and severity of the breach, the order value of the goods concerned, and any official measures or sanctions.

§ 15.7 Our claims for damages and other rights in the event of breaches of duty remain unaffected by this contractual penalty; however, any forfeited contractual penalty shall be set off against any claims for damages arising from the same breach.

§ 16 Place of performance

The place of performance for all obligations is Leutkirch/Gebrazhofen.

§ 17 Governing Law and Jurisdiction

The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods or other international conventions governing the trade in goods, unless otherwise agreed. The exclusive place of jurisdiction for all disputes arising from the business relationship and this agreement is Leutkirch/Allgäu.

§ 18 Severability clause

§ 18.1 Partial invalidity
Should any provision of these terms and conditions be or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.

§ 18.2 Replacement Provision
The invalid or unenforceable provision shall be replaced by a provision which comes as close as possible to the economic purpose of the original provision and is valid.

§ 18.3 Deviating Terms and Conditions of Purchase
Any deviating terms and conditions of purchase of the client shall only apply if they have been expressly confirmed by us in writing.