General terms and conditions of business

POWER SYSTEMS COMPANY / POWER SYSTEMS GERMANY

Poljicka road 26 – 21000 Split / HR

I. Scope

These General Terms and Conditions (GTC) apply to all our business relationships with our customers (“buyers”). The General Terms and Conditions only apply if the buyer is an entrepreneur or a legal entity under public law.
Our general terms and conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement also applies if the buyer refers to his general terms and conditions when placing the order and we have not expressly objected to the general terms and conditions.
These General Terms and Conditions apply to contracts for the sale and/or delivery of movable items (“goods”). It does not matter whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the General Terms and Conditions apply in the version valid at the time the buyer places the order or in the version last communicated to him in text form as a framework agreement for similar future contracts, without us as the seller having to refer to them again on a case-by-case basis (as a precaution, the General Terms and Conditions should always be included in the order confirmation).
Individual agreements made with the buyer in individual cases (including collateral agreements, additions and changes) and information in our order confirmation take precedence over these General Terms and Conditions. The content of such agreements is determined, unless there is evidence to the contrary, by a written contract or our written confirmation.
Legally relevant declarations and notifications from the buyer regarding the contract (e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory formal requirements and further evidence (if there are doubts about the legitimacy of the person making the declaration) remain unaffected.
If references are made to the validity of statutory provisions, it should be noted that these are for clarification purposes only. The statutory provisions apply - even if no corresponding clarification has been made - to the extent that they are not modified or excluded by the General Terms and Conditions.

II. Offer and conclusion of contract

Our offers are non-binding and subject to change. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, estimates, references) and other product descriptions or documents (also in electronic form). We reserve ownership and copyright to all documents provided to the buyer in connection with the order. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so.
When the buyer orders the goods, this is a non-binding contractual offer. Unless the order states otherwise, we are entitled to accept this contractual offer within two weeks of receipt.
Acceptance of the contract offer by the buyer can be declared either in writing (e.g. by an order confirmation) or by delivery of the goods to the buyer. In the event that we as the seller do not accept the buyer's offer within the period specified in Section II.2., any documents sent to the buyer must be returned to us immediately.

III. Prices and payment arrangements

Unless otherwise agreed in writing in individual cases, our current prices ex warehouse at the time of conclusion of the contract apply, plus statutory sales tax. The costs of packaging will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place 3 months or later after conclusion of the contract.
In the case of a sale by dispatch, the buyer must bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer.
Payment of the purchase price must be made exclusively to the account specified in the invoice. Deduction of discounts is only permitted if specifically agreed in writing.
Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery, in whole or in part, only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation.
The buyer is in default if the above payment deadline expires. During the default, the purchase price will be subject to interest at the applicable statutory default interest rate of eight percentage points above the respective base interest rate. We reserve the right to assert further damages for default. Our claim to commercial default interest remains unaffected with regard to merchants.
If, after conclusion of the contract, it is foreseeable that our claim to payment of the purchase price is at risk due to a lack of performance on the part of the buyer (e.g. by filing for insolvency proceedings), we are entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract in accordance with the statutory provisions. In the case of contracts in which the production of irreplaceable items (custom-made items) is owed, we can declare withdrawal immediately. The statutory provisions regarding the dispensability of setting a deadline remain unaffected in this respect.

IV. Retention rights

The buyer is only entitled to set-off or retention rights if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event that defects occur during delivery, the buyer's counterclaims remain unaffected.

V. Delivery period and delay in delivery

The delivery period is agreed individually or specified by us when the order is accepted.
In the event that we are unable to meet contractually agreed delivery deadlines for reasons for which we are not responsible, we must inform the buyer of this fact immediately and at the same time provide the expected or new delivery deadline. If a delayed delivery cannot be made due to the unavailability of the service even within the newly announced delivery period, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the buyer (in the form of payment of the purchase price). The unavailability of the service is the case, for example, if our supplier has not delivered on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (for example due to force majeure) or if we are not obliged to procure in the individual case.
Whether we as the seller are in default of delivery is determined by the statutory provisions. However, a prerequisite for a delay in delivery by us as the seller is a reminder from the buyer. In the event that a delay in delivery is in place, the buyer can claim flat-rate compensation for the damage caused by the delay. The flat-rate compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to provide appropriate evidence that the buyer has suffered no damage or only less damage than the above flat rate.
The rights of the buyer according to X. of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the performance and/or subsequent fulfillment), remain unaffected.

VI. Delivery, transfer of risk, acceptance, default in acceptance

Delivery is ex warehouse. The warehouse is also the place of performance for delivery and the place for any subsequent performance. If the buyer wants the goods to be sent to a different destination (sale by dispatch), he must bear the costs of shipping. If nothing has been contractually agreed, we can decide on the type of shipping (packaging, shipping route, transport company) ourselves.
When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration is transferred to the buyer. In the case of a sale by dispatch, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay are transferred when the goods are delivered to the forwarding agent or carrier. If acceptance of the goods is contractually agreed, this is decisive for the transfer of risk. Further statutory provisions of the law governing contracts for work and services remain unaffected. The handover or acceptance of the goods is deemed to be the same if the buyer is in default of acceptance.
In the event that the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we have a claim against the plaintiff for compensation for the damage incurred, including additional expenses (e.g. storage costs). If this is the case, we will invoice the buyer a flat-rate compensation of EUR 150 per calendar day (beginning with the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch). Legal claims on our part (reimbursement of additional expenses, reasonable compensation, termination) and proof of greater damage remain unaffected.
The proof of greater damage and our legal claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate is to be offset against further monetary claims. However, the buyer reserves the right to prove that we have suffered no damage at all or only significantly less damage than the above flat rate.

VII. Retention of title

We reserve title to the delivered goods until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
Until the secured claims have been paid in full, the goods subject to retention of title may not be pledged to third parties or transferred as security. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third parties (e.g. seizures) take effect on the goods belonging to us. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit, the customer is liable for the loss incurred by us.
In the event of the buyer's breach of contract, in particular in the event of non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously contain a declaration of withdrawal; rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw. In the event that the buyer does not pay the purchase price due, we must have unsuccessfully set the buyer a reasonable deadline for payment before asserting these rights. This only applies if setting such a deadline is not dispensable according to the statutory provisions.
The buyer is authorized, until revoked, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:
1. The products of our goods resulting from combining, mixing or processing are subject to retention of title at their full value, whereby we are deemed to be the manufacturer. In the event that the ownership rights of third parties remain in place when combining, mixing or processing with the goods of third parties, we acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title. The buyer also assigns to us, for security purposes, any claims that arise against a third party as a result of the combination of the reserved goods with real estate. In this case, we accept the assignment.
2. The buyer hereby assigns to us, for security purposes, all claims against third parties arising from the resale of the goods or products in the amount of the final invoice amount agreed with us (including sales tax), either in full or in the amount of our possible co-ownership share. We accept the assignment. The buyer's obligations listed in VII. 2. also apply with regard to the assigned claims.
3. The buyer remains authorized to collect the claim alongside us. As long as the buyer meets his payment obligations to us, there is no lack of performance on the part of the buyer and we do not assert the retention of title by exercising a right, we undertake not to collect the claim. If we assert the exercise of a right in accordance with VII. 3., we can demand that the buyer disclose the assigned claims and their debtors, and that the buyer provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In addition, we are entitled to revoke the buyer's authority to resell and to process the goods subject to retention of title.
4. In the event that the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer's request.
The purchaser is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it at his own expense against theft, fire and water damage to the replacement value (note: only permitted for the sale of high-value goods). If maintenance and inspection work has to be carried out, the purchaser must carry this out in a timely manner at his own expense.

IX. Buyer’s claims for defects

The statutory provisions apply to the buyer's rights in the event of material and legal defects (including incorrect and incomplete deliveries, improper assembly/installation or inadequate instructions), unless otherwise specified below. The statutory provisions on the purchase of consumer goods and the buyer's rights arising from separately issued guarantees, in particular from the manufacturer, remain unaffected.
Agreements that we have made with buyers regarding the quality and the intended use of the goods (including accessories and instructions) generally form the basis of our liability for defects within the scope of the warranty. A quality agreement includes all product descriptions and manufacturer information that are the subject of the individual contract or that were made public by us (in particular in catalogs or on our website) at the time the contract was concluded. In the event that no quality was agreed, it must be assessed whether there is a defect. Against this background, it should be noted that public statements made by the manufacturer in advertising or on the label of the goods take precedence over statements made by other third parties.
For goods with digital elements or other digital content, please note that we are only obliged to provide and update the digital content if this is expressly stated in a quality agreement in accordance with IX.2. We assume no liability for public statements made by the manufacturer or other third parties.
We are not liable for defects of which the buyer is aware at the time of conclusion of the contract or is grossly negligent in not knowing.
The buyer's claims for defects only exist if the buyer has complied with his statutory inspection and notification obligations. If the goods are building materials or other goods intended for installation or other processing, an inspection must be carried out immediately before processing. We must be notified in writing immediately if a defect becomes apparent during delivery, inspection or at a later date. Obvious defects must be reported in writing within 10 working days of delivery and undetectable defects within the same period of time from the discovery of the defects. In the event that the buyer neglects or does not fulfill his obligation to properly inspect and/or report defects, liability on our part for the defect not reported or not reported in a timely manner or not properly is excluded in accordance with the statutory provisions. If the goods were intended for installation, attachment or installation, this also applies if the defect only became apparent after the corresponding processing as a result of non-compliance with or violation of one of these obligations. In this case, the buyer is not entitled to claim reimbursement of the installation and removal costs.
If the goods delivered are defective, we as the seller have the right to choose whether we will provide subsequent performance by removing the defect (repair) or by delivering a defect-free item (subsequent delivery). If the type of subsequent performance we have chosen is unreasonable for the buyer in the individual case, he can refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. In addition, we are entitled to make the subsequent performance we are to provide dependent on the buyer paying the purchase price due. However, the buyer has the right to retain a portion of the purchase price that is appropriate in relation to the defect.
The buyer must grant us the necessary time and opportunity to provide the subsequent performance. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. In the event that we make a subsequent delivery of a defect-free item, the buyer must return the defective item to us in accordance with the statutory provisions. However, the buyer is not entitled to a right of return.
Unless we have contractually agreed to do so, the subsequent performance does not include the dismantling, removal or deinstallation of the defective item or the fitting, attachment or installation of a defect-free item. The buyer's claims for reimbursement of the installation and removal costs remain unaffected.
We will reimburse the expenses necessary for inspection purposes and subsequent performance (transport, labor and material costs as well as removal and installation costs, if applicable) in accordance with the statutory provisions and these General Terms and Conditions in the event that a defect exists. However, we can demand reimbursement from the buyer for costs incurred due to an unjustified request for defect rectification in the event that the buyer knew or could have recognized that there was actually no defect.
The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses in this case if there is an urgent case (e.g. in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if he undertakes to remedy the defect himself. In the event that we are entitled to refuse subsequent performance in accordance with statutory provisions, the buyer has no right to remedy the defect himself.
The buyer can withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is unnecessary according to the statutory provisions. In the event of a minor defect, however, the buyer has no right of withdrawal.
The buyer’s claims for reimbursement of expenses are excluded unless the last contract in the supply chain is a purchase of consumer goods or a consumer contract for the provision of digital products.
Claims for damages or claims for reimbursement of wasted expenses by the buyer exist even in the event of a defect only in accordance with X. and XI.

X. Limitation period

The general limitation period for claims resulting from material or legal defects is one year from delivery. In the event that acceptance has been contractually agreed, the limitation period begins with acceptance.
The limitation period begins on delivery if the goods are a building or an item that has been used for a building in accordance with its usual use and has caused its defect (building material). This applies subject to other special statutory provisions on limitation periods.
The above limitation periods under the law on sales also apply to contractual and non-contractual claims for damages by the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in the individual case. Claims for damages by the buyer under the law on sales and those under the product liability law expire exclusively according to the statutory limitation periods.

XI. Other Liability

Unless otherwise stated in these General Terms and Conditions, including the following provisions, we as the seller shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
Within the scope of liability based on fault, we are liable for damages, regardless of the legal basis, only in the case of intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), only:
1. for damages resulting from injury to life, body or health
2. for damages resulting from the violation of a material contractual obligation (obligations whose fulfillment enables the proper execution of the contract and on whose compliance the contractual partner relies and may rely). In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.
The liability limitations arising from XI.2 also apply to third parties and to breaches of duty by persons whose fault we are legally responsible for. If a defect was fraudulently concealed and a guarantee was given for the quality of the goods, the liability limitations do not apply. This also applies to claims by the buyer under the Product Liability Act.
The buyer may withdraw or terminate the contract due to a breach of duty that does not result from a defect only if we as the seller are responsible for the breach of duty.
The buyer is not entitled to terminate the contract. Otherwise, the statutory requirements and legal consequences apply.

XII. Choice of law and jurisdiction

These General Terms and Conditions and the contractual relationship between us as the seller and the buyer are governed by Croatian law, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
If the buyer is a merchant, a legal entity under public law or a special fund under public law, our place of business in Split (Croatia) is the exclusive and international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur.
We are also entitled to file a lawsuit at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement or at the general place of jurisdiction of the buyer. Priority statutory provisions (exclusive places of jurisdiction) remain unaffected by this.

Ihre Nachricht wird gesendet...

Fenster bitte nicht schließen!