1.1Our terms and conditions of business shall apply exclusively to companies within the meaning of Section 310 (1) of the German Civil Code (BGB).
We shall only recognize terms and conditions of the contractual partner that conflict with or deviate from the terms and conditions of sale if we expressly agree to their validity in writing. The invalidity of individual provisions shall not affect the validity of these terms and conditions in other respects.
1.2These terms and conditions shall apply to all future offers, contracts, deliveries and other services even if they have not been expressly agreed again.
1.3The terms "we" "us" or "our" etc. used in these terms and conditions refer to PMM-Oil GmbH.
1.4Employees other than the management of PMM-Oil are not authorized to make deviating individual agreements.
2Offers and conclusion of contracts
2.1All offers of PMM-Oil GmbH are subject to change and non-binding.
2.2Initial orders shall only be deemed accepted if they have been confirmed in writing. Follow-up agreements shall only become valid upon written confirmation.
2.3PMM-Oil GmbH may also withdraw from the contract after it has been concluded if individual compulsory enforcement measures have been carried out or attempted against the contracting party and the contracting party has been requested unsuccessfully, after setting a reasonable deadline, to make payment or provide security concurrently with performance.
3Documents, property rights
3.1We reserve the right of ownership and copyright to cost estimates, data sheets, other documents and product samples; they may only be made accessible to third parties with our consent. Quotations, data sheets, other documents and product samples shall be returned upon request at any time and in any case if the order is not placed with us.
4Prices and payment
4.1Our prices are quoted in EURO ex works and do not include value added tax. If sales tax is incurred, it will be charged separately at the applicable rate.
4.2 Price quotations are valid for 30 days unless otherwise agreed.
4.3Unless expressly agreed otherwise in the contract, we shall not be obliged to carry out customs clearance and to declare and bear any duties, fees, taxes, customs duties and other charges incurred outside the country in which we have our registered office.
4.4Upon proof of unforeseen changes in raw materials, wages, energy and other costs for which we are not responsible, we shall be entitled to adjust agreed prices accordingly, provided that there is a period of at least 4 months between the conclusion of the contract and the foreseen delivery.
4.5Our invoices are due immediately and payable without deduction unless payment deadlines have been agreed. Payment of invoices shall be made exclusively to the PMM-Oil account specified in the invoice.
The date of receipt of payment shall be the date on which the amount is received by us or credited to our bank account. If the customer is in default of payment, we are entitled to charge interest for the duration of the default in the amount of 8% p.a. above the base interest rate. If an invoice is issued, the delivery date shall be the due date, irrespective of the invoice date.
4.6We do not pay interest on advance payments or payments on account.
4.7The customer shall only be entitled to offset or withhold payments if his counterclaim is undisputed by us or has been legally established.
5.1The quality of the delivery item and service shall be conclusively described by expressly agreed performance characteristics (e.g. specifications, markings, release, other information). A warranty for a specific purpose or a specific suitability shall only be assumed insofar as this has been expressly agreed in writing; otherwise, the risk of suitability and use shall be borne exclusively by the customer. Performance characteristics or other properties of the deliveries and services other than those expressly agreed are not owed. We reserve the right to make customary or technically unavoidable deviations from physical and chemical parameters, including colors, formulations, processes and the use of raw materials as well as order quantities, insofar as this is not unreasonable for the customer.
5.2Information on the quality and possible applications of our products do not include any guarantees, in particular not in accordance with §§ 443, 444, 639 BGB (German Civil Code), unless these are expressly designated as such in writing.
6Delivery and delivery time
6.1Binding delivery dates or deadlines must be expressly agreed in writing. Deadlines and dates otherwise promised by us in the order confirmation or in any other form shall always apply only approximately.
6.2The start of any agreed delivery period shall be subject to the clarification of all technical and administrative details of the contract and the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract is reserved.
6.3The notification of readiness for delivery by us shall be decisive for the timeliness of the delivery.
6.4Events of force majeure and other circumstances for which we are not responsible and which make it impossible to execute accepted orders on schedule shall release us from the accepted delivery obligation for the duration of their occurrence.
6.5We are entitled to partial deliveries and partial services.
7Transfer of risk
7.1Unless otherwise stated in our offer, our deliveries are "ex works".
7.2The risk shall pass to the customer as soon as the delivery or partial delivery has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. This also applies to partial deliveries. If the shipment is delayed at the request of the customer or for reasons for which the customer is responsible, the risk shall pass to the customer upon our notification to the customer that the goods are ready for shipment.
7.3The delivery item shall only be insured against theft, transport, fire and water damage or other insurable risks at the express request of the Purchaser and at his expense.
8Retention of title
8.1Until the fulfillment of all claims, including all balance claims from current account, to which PMM-Oil is entitled against the contractual partner for any legal reason now or in the future, PMM-Oil GmbH shall be granted the following securities.
8.2The goods remain the property of PMM-Oil GmbH until full payment has been made. All deliveries are made exclusively under reservation of title. Insofar as the goods are not mixed with third party goods after delivery, ownership of the goods shall not pass to the contractual partner until all liabilities have been fulfilled which PMM-Oil GmbH has towards the contractual partner from its business relations.
9Claims due to defects
9.1We shall be liable for defects in the goods delivered by us only in accordance with the following provisions.
9.2The customer shall duly fulfill its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). The customer must declare any notice of defect to us in writing, stating the exact nature and extent of the defect, so that we are able to check the justification of the notice of defect. If a subsequent inspection of the goods complained about is no longer possible, in particular if it is no longer possible to determine whether defects can be attributed to delivery by PMM-Oil GmbH, notices of defects shall no longer be admissible. This is generally the case if goods delivered by PMM-Oil GmbH are mixed with third-party goods.
9.3In case of notices of defects, samples of the rejected goods shall be sent to PMM-Oil GmbH by the contractual partner. The sample has to be made according to the regulations of the relevant DIN standard.
9.4Insofar as warranty claims exist due to defective goods, the contractual partner may claim a replacement delivery. Only in case of failure of the replacement delivery the contractual partner can claim reduction of the remuneration or redhibitory action. In the case of a replacement delivery, the customer is obliged to return the defective item upon request.
9.5Any transport damage must be reported to the forwarder. In this respect, the notification obligations of the general German forwarding conditions shall apply.
9.6If the customer has unjustifiably notified a defect, we may demand reimbursement of expenses incurred by us in connection with the notification of the defect.
10.1Claims for compensation of damages are excluded unless they are based on intent or gross negligence attributable to PMM-Oil GmbH. This does not apply to damages resulting from injury to life, body or health, which are based on a negligent breach of duty by PMM-Oil GmbH or an intentional or negligent breach of duty by a legal representative or vicarious agent of PMM-Oil GmbH.
10.2In case of claims due to defects of the delivered products, the limitation period shall be 1 year from delivery of the products.
10.3The claims for reduction and the exercise of a right of withdrawal shall be excluded insofar as the claim for subsequent performance is time-barred.
11Compliance with legal requirements
11.1The contractual partner is responsible for compliance with the applicable statutory and official regulations (in particular on transport, storage, use and handling of the goods). The customer must inform himself about applicable registration, information and notification obligations and ensure compliance with the obligations in particular during transport, storage, use and handling of the goods.
12.1The parties are obligated to observe the statutory provisions on data protection, in particular the EU General Data Protection Regulation ("GDPR") in the execution of the contract and to impose compliance with these provisions on their employees.
12.2The parties shall process the personal data received (names and contact details of the respective contact persons) exclusively for the purpose of fulfilling the contract and shall protect them by means of security measures (Art. 32 DSGVO) adapted to the current state of the art. The parties are obliged to delete the personal data as soon as their processing is no longer necessary. Any statutory retention obligations remain unaffected by this.
13Place of performance, place of jurisdiction, other agreements
13.1The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of its private international law, insofar as it refers to the validity of another legal system.
13.2The place of performance shall be Arnstadt. In the event of any disputes arising from the contractual relationship, if the Customer is a merchant, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the registered office of PMM-Oil GmbH. PMM-Oil GmbH is also entitled to take legal action at the headquarters of the customer.