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Delivery and Payment Terms of Pedax GmbH

As of February 2016

I. General Area of Applicability
1. Purchase conditions which are contrary to or vary from these terms only apply if and to the extent that PEDAX declares its consent to such in writing. Expressly hereby rejected are purchase terms which exclude or restrict the applicability of the delivery and payment terms of PEDAX, as well as purchase terms by which the execution of the order applies as acceptance of the customer's terms.
2. Our delivery and payment terms apply only toward business entities as according to § 310 para. 1 German Civil Code (BGB).

II. Offer - Offer Documents
The documents pertaining to the offer such as illustrations, drawings, weight and measurement information, are only approximate unless they are expressly identified as binding. PEDAX reserves ownership rights and copyrights to the cost estimates, drawings and other documents; they may not be made accessible to third parties. PEDAX may make plans labelled by the customer as confidential accessible to third parties only with the customer's consent.

III. Scope of the Delivery
1. For the scope of the delivery in the case of an offer from PEDAX with a binding period and timely acceptance the written order confirmation from PEDAX is decisive; if no timely order confirmation exists the order is decisive.
2. Side agreements and changes require the written confirmation of PEDAX.

IV. Price and Payment
1. If no other agreement has been made, the prices apply ex works including loading at the works, exclusive however of packaging.
2. The statutory value-added tax is not included in the prices; they will be separately shown in the invoice in the statutory amount on the day of the invoicing.
3. If no special agreement has been made, the payment is to be made in cash without deduction to a PEDAX paying agent, namely
     45% down payment after receipt of the order confirmation,
     50% as soon as the customer is notified that the main parts is ready for
     the remaining amount within one further month.
4. The accruing value-added tax is to be paid with each instalment.
5. The customer is entitled to set-off rights only if his counterclaims have been legally determined, are undisputed or accepted by the PEDAX. Furthermore PEDAX is authorized to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

V. Delivery time
1. The delivery period begins with the dispatch of the order confirmation, however not before the submission of the documents, authorisations, releases, and the agreed down payment to be procured by the customer.
2. The delivery period is adhered to if up to its expiration, the delivery item has left the station, or readiness for shipment has been communicated.
3. The delivery period is extended reasonably in the event of measures in the scope of labour disputes, particularly strike and lock out, as well as in the event of an unforeseen obstacle which cannot be influenced by PEDAX to the extent that such obstacle is provably of a material influence on the completion or delivery of the delivery item. This also applies if this circumstance occurs for sub-suppliers. PEDAX is not responsible for the aforementioned circumstances if such arise during an already existing delay. In important cases, PEDAX shall inform the customer as soon as possible of the beginning and end of such obstacle.
4. If the customer is in default of acceptance or culpably breaches another cooperation duty, then PEDAX is authorised to demand compensation for the resulting damages including any additional expenses. Further claims remain reserved.
5. After the expiration of a set and unfulfilled reasonable period, PEDAX is authorised to make other use of the delivery item and to supply the customer with a reasonably extended period.
6. Compliance with the delivery period presupposes the fulfilment of the customer's contractual obligations.

VI. Risk Transfer
1. Risk transfers to the customer at the latest with the dispatch of the delivery item, even if partial deliveries are made or if PEDAX took over other services, e.g. the shipment costs or transportation and installation.
2. At the request of the customer and at its expense, the shipment will be insured by PEDAX against theft, breakage, transport, fire, and water damages as well as against other insurable risks.
3. If the shipment is delayed due to circumstances for which the customer is responsible, then the risk transfers to the customer from the day of the readiness to ship; however PEDAX shall conclude the insurance requested by the customer at the customer's expense.
4. Delivered goods, even if they display immaterial defects, are to be taken and accepted by the customer without prejudice to the rights under Clause VIII.
5. Partial deliveries are permitted.

VII. Reservation of Proprietary Rights
1. PEDAX reserves ownership rights to the delivery item until all of PEDAX's claims against the customer from the business relationship including future arising claims from the same or later concluded contracts are paid. This also applies if individual or all claims of PEDAX are included in an ongoing invoice and the balance is settled and acknowledged. The customer is authorised to resell the delivery item in the ordinary course of business. The customer hereby assigns to PEDAX all claims from the resale against the purchaser or accruing against third parties regardless of whether the reserved good is resold without or after processing. The customer is authorised to collect these claims even after the assignment. The authority of PEDAX to collect the claims itself remains unaffected; however PEDAX shall not collect the claims as long as the customer properly fulfils its payment obligations. PEDAX may require that the customer discloses the assigned claims and their debtors, all information necessary for collection, hand over the relevant documents and inform the debtors of the assignment. If the delivery item is resold together with other goods which do not belong to PEDAX, then the customer's claim against the purchaser is in the amount of the delivery price agreed between PEDAX and the customer and is considered assigned. If the delivery item is connected with one or many moveable objects to become one unified thing, and if the other item or one of the other items is considered the main item, then it is agreed that the customer transfers to PEDAX proportionate joint ownership to the extent that the main item belongs to the customer. The ownership reservation and other securities belonging to PEDAX apply until complete release by PEDAX of the possible obligations which PEDAX receives in the interest of the customer. PEDAX releases the securities due to him to the extent that the value of these securities exceeds the claims to be secured by more than 10%.
2. PEDAX is authorised to insure the delivery item at the expense of the customer against theft, breakage, fire, water and other damages, if the customer has not proven that it concluded such insurance.
3. The customer may neither pledge nor assign the delivery item as security. The customer shall promptly notify PEDAX upon seizure, confiscation, or other disposal by a third party.
4. Upon acts by the customer contrary to the contract, particularly payment default, PEDAX is authorised to take back the item after a warning and the customer is obligated to surrender such. The assertion of the ownership reservation as well as the seizure of the delivery item by PEDAX applies upon contract rescission.

VIII. Defect Liability
1. Defect claims of the customer are conditioned upon the customer properly fulfilling the inspection and complaint obligations required as according to 377 of the German Commercial Code (HGB).
2. To the extent that a defect exists to the delivery item, PEDAX is authorised at its option to supplementary performance in the form of defect removal or to deliver a new defect-free item. In cases of defect removal, PEDAX is obligated to bear all expenses necessary for the purpose of the defect removal, in particular costs of transportation, travel, labour, and materials, insofar as these are not thereby increased by the fact that the delivery item was brought to a place other than the place of performance.
3. The customer shall give PEDAX sufficient time and opportunity for the necessary improvement. Replacement parts transfer directly with their expansion to the ownership of PEDAX. Until pick-up, the transfer of such parts will be replaced by the fact that the customer keeps the parts safe for PEDAX.
4. If the improvement fails, then the customer is authorised at its option to rescind or to demand a reduction.
5. The warranty is not applicable where there is inappropriate or improper use, faulty installation or operation by the customer or third parties, natural wear and tear, faulty or negligent treatment, improper equipment, replacement materials, defective construction work, unsuitable foundations, chemical, electrochemical or electrical influences unless they are due to the fault of PEDAX.
6. The statute of limitations for defect claims is 12 months calculated from transfer of risk. The warranty period for replacement and repair parts is 3 months; it is however in effect at least until the expiration of the original warranty period for the delivery item.
7. The warranty is not applicable if the customer modifies the delivery item without consent of PEDAX or has such modified by third parties and the defect removal is thereby not possible or unreasonably difficult. In any case the customer bears the accruing additional expense of the defect removal due to the change.

IX. Liability for Damage Compensation due to Fault
1. In accordance with the stipulation of the statutory provisions PEDAX shall be liable for injury to life, limb, and health, as well as damages caused by negligent or intentional breach of a cardinal duty by PEDAX or its legal representative or agent. Cardinal duties are duties, the fulfilment of which make the proper execution of the concluded contract possible, and the compliance with which the customer may ordinarily rely.
2. For damages which do not fall under the above paragraph, PEDAX is only liable if they are caused by grossly negligent breach of duty by PEDAX or an intentional or grossly negligent breach of duty by a legal representative or agent of PEDAX. The liability for grossly negligent acts is however limited  to typical foreseeable damage.
3. Further liability for damage claims than that which is foreseen in No. 1 and 2 is excluded without regard to the legal nature of the asserted claim. This particularly applies for damage claims from contract conclusion due to other breaches of duty or due to fault for tort claims for compensation for property damage according to §823 German Civil Code (BGB).
4. To the extent that the damage compensation liability of PEDAX is excluded or limited, such is applicable regarding the personal damage compensation liability of the workers, staff, employees, representatives or agents of PEDAX.

X. Applicable Law and Court of Jurisdiction
1. The relationship between PEDAX and the customer is subject to German law. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
2. Where otherwise does not arise from the contract confirmation, our registered place of business is the place of fulfilment.
3. Exclusive court of jurisdiction for all disputes arising out of this contractual relationship is Bitburg.

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