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GENERAL TERMS AND CONDITIONS

§ 1 General / Scope

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  1. These GTC apply to companies within the meaning of § 14 BGB, legal entities under public law and special funds under public law (hereinafter: "Customer").

  2. Our General Terms and Conditions (“GTC”) of Panther GmbH (“PANTHER”) set out below apply exclusively; PANTHER does not recognize any terms and conditions of the customer that conflict with or deviate from these GTC – even if PANTHER does not expressly object to them. These GTC also apply if PANTHER carries out the delivery or service without reservation in the knowledge of conflicting or deviating customer conditions.

  3. In individual cases, individual agreements made with the customer (including ancillary agreements, supplements and changes) always take precedence over these GTC.

  4. These GTC can be changed by PANTHER if the equivalence relationship existing at the time of conclusion of the contract is disrupted to a not insignificant extent by changes or developments that PANTHER did not cause and also had no influence on, and the customer is not acting in good faith as a result of the change(s). is disadvantaged. This authorization to change does not apply to changes to essential provisions of the contractual relationship (e.g. agreements on mutual services or the length of the contract period). Changes to these GTC will be announced to the customer in writing or in text form and shall be deemed approved if the customer does not object to the changed GTC in writing or in text form (e.g. by e-mail or fax) within six weeks of notification. PANTHER will point this out separately when the changes are announced. In the event of a timely objection, the GTC originally included shall continue to apply.

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§ 2 Offer / conclusion of contract

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  1. Offers from PANTHER are subject to change and non-binding unless we have expressly designated them as binding.

  2. We can accept an order or commission from the customer that qualifies as an offer to conclude a contract within two weeks by sending a confirmation in written or text form or by performing the contractual service within the same period.

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§ 3 Delivery and service time / delay in delivery / delay in acceptance

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  1. Information on PANTHER delivery times is approximate unless otherwise agreed with the customer.

  2. PANTHER is not responsible for delays in delivery and performance of the services owed due to force majeure, ie for circumstances beyond the control of PANTHER or its vicarious agents. These include in particular natural and environmental disasters, strikes, epidemics, pandemics, lockouts, official orders. These circumstances entitle PANTHER, at its reasonable discretion, to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. PANTHER can only invoke the circumstances described above if it has informed the customer of these circumstances immediately.

  3. If the disability i. s.d. Paragraph 2 lasts longer than 3 months, each party is entitled, after setting a reasonable grace period, to withdraw from the part of the contract that has not yet been fulfilled. If the delivery or service time is extended or if PANTHER is released from its delivery or service obligation, the customer cannot derive any claims for damages from this. The extraordinary right of termination remains unaffected by this regulation.

  4. PANTHER is only entitled to partial deliveries and partial services if these are of interest to the customer according to the purpose of the contract and the customer does not incur any significant additional expenses as a result.

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§ 4 Prices / Terms of Payment

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  1. The PANTHER prices "ex warehouse" apply plus statutory sales tax.

  2. Our invoices are due for payment immediately and without deductions - unless something else has been agreed. The deduction of cash discount is only permitted on the basis of an express agreement.

  3. If the customer is in arrears with more than one liability, all claims are due immediately.

  4. If invoices for deliveries and services are paid using the SEPA basic direct debit procedure / company direct debit procedure, the customer will receive advance information about the direct debit no later than one day before the due date. This advance information can be provided with the transmission of the invoice to be collected.

  5. PANTHER is entitled to collateral for claims that is usual in terms of type and scope, even if they are conditional or limited.

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§ 5 Transfer of risk

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  1. If the goods are shipped at the customers request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse, unless otherwise contractually agreed. This applies regardless of who has to bear the freight costs.

  2. At the customers request, PANTHER will take out transport insurance or other suitable insurance at the customers expense in order to secure the contractual service as far as possible.

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§ 6 Warranty

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  1. In the event of a breach of a contractual obligation, the customer is entitled to the statutory rights against PANTHER in accordance with the following regulations.

  2. The customer shall only be entitled to warranty claims for the goods under the law of sale if he has complied with his obligations to examine the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).

  3. In the event of a justified and possibly timely notification of defects, the customer is entitled to subsequent performance during the warranty period; PANTHER shall have the right to choose the type of supplementary performance – elimination of the defect or delivery of a defect-free item. If the supplementary performance fails or if further attempts at supplementary performance are unreasonable for the customer, the customer is entitled to a reduction in price or to withdraw from the contract.

  4. If claims are made against the customer by his customer or a consumer due to a defect in the delivered goods that already existed at the time of the transfer of risk or was complained about by a consumer as the end customer, the customer's legal rights of recourse against PANTHER according to §§ 445a, 445b, 478 BGB unaffected.

  5. The customer can only assert claims for damages under the conditions regulated in § 7 due to a defect if the subsequent performance has failed or we refuse the subsequent performance. The right of the customer to assert further claims for damages under the conditions regulated in § 7 remains unaffected.

  6. The limitation period for claims for defects shall be one year from the passing of risk at the customer's premises or acceptance by the customer. This does not apply insofar as longer periods are prescribed by law in accordance with §§ 438 Para. 1 No. 2 (buildings and objects for buildings), 445a, 445b, 478 (supplier recourse) and 634 a Para. 1 No. 2 BGB (construction defects) as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by PANTHER and in the event of fraudulent concealment of a defect.

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§ 7 Liability

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  1. Unless otherwise stipulated in these conditions or contractually between the parties, PANTHER shall be liable as follows:

  2. For any intentional or grossly negligent cause of damage by PANTHER, their respective legal representatives or vicarious agents;

  3. in the event of intentional or negligent injury to life, limb or health by PANTHER, its respective legal representatives or vicarious agents.

  4. insofar as PANTHER, their respective legal representatives or vicarious agents have fraudulently concealed the defect of an item or have given an express guarantee;

  5. for claims under the Product Liability Act up to the statutory maximum liability; unless a case of § 7 No. 1. a. - i.e. exists, PANTHER is only liable in the event of simple negligence in the event of a breach of essential contractual obligations by PANTHER, its respective legal representatives or vicarious agents and limited to the typically foreseeable damage. Significant contractual obligations are those contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the other party regularly relies and may rely. The parties agree that the typically foreseeable damage in the case of property damage is a maximum of €50,000 and a maximum of €100,000 in the case of personal injury.

  6. Any further liability on the part of PANTHER is excluded.

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§ 8 Retention of title

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  1. The delivered goods (reserved goods) remain the property of PANTHER until all claims to which we are entitled against the customer now or in the future have been settled, including all current account balance claims. If the customer behaves in breach of contract - in particular if he is in arrears with the payment of a claim for payment - we have the right to withdraw from the contract after we have set a reasonable deadline for performance. The customer bears the transport costs incurred for the return. If we take back the reserved goods, this already represents a withdrawal from the contract. It also represents a withdrawal from the contract if we seize the reserved goods. We may recycle reserved goods which we have withdrawn. The proceeds of the exploitation will be offset against the amounts that the customer owes us after we have deducted a reasonable amount for the costs of the exploitation.

  2. The customer must treat the reserved goods with care. He must insure them adequately at his own expense against damage caused by fire, water and theft. If maintenance and inspection work becomes necessary, the customer must carry it out in good time at his own expense.

  3. The customer may use the reserved goods and resell them in the ordinary course of business as long as he is not in default of payment. However, he may not pledge the reserved goods or assign them as security. The customers claims for payment against his buyers from the resale of the reserved goods and those claims of the customer regarding the reserved goods that arise from another legal reason against his buyers or third parties (in particular claims from tortious acts and claims for insurance benefits), including all current account balance claims the customer hereby assigns to us in full as a precaution. We accept this assignment. The customer may collect these claims assigned to us on his own account and in our name as long as we do not revoke this authorization. This does not affect our right to collect these claims ourselves; however, we will not assert the claims ourselves and will not revoke the direct debit authorization as long as the customer duly meets his payment obligations. However, if the customer behaves in breach of contract - in particular if he is in arrears with the payment of a payment claim - we can demand that the customer informs us of the assigned claims and the respective debtors, informs the respective debtors of the assignment and informs us all Hands over documents and provides all information that we need to assert the claims.

  4. Any processing or transformation of the reserved goods by the customer is always carried out for us. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including sales tax) to the other processed items at the time of processing. For the rest, the same applies to the new item created by processing as to the reserved goods. If the reserved goods are inseparably connected or mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including sales tax) to the other connected or mixed items at the time of connection or mixing. If the goods subject to retention of title are combined or mixed in such a way that the customers item is to be regarded as the main item, the customer and we are already in agreement that the customer transfers proportionate co-ownership of this item to us. We accept this transfer. The customer will keep the resulting sole ownership or co-ownership of an item for us.

  5. In the event of seizure of the goods subject to retention of title by third parties or other interventions by third parties, the customer must refer to our ownership and must notify us in writing without delay so that we can enforce our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these.

  6. If the customer requests this, we are obliged to release the securities to which we are entitled insofar as their realizable value exceeds the value of our outstanding claims against the customer by more than 10%. However, we may select the securities to be released.

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§ 9 Right to refuse performance / right of retention / set-off

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  1. The customer can only offset against PANTHER claims with undisputed claims that have been recognized by us and have been legally established or with claims that are in a reciprocal relationship to our claim. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

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§ 10 Assignment / Subcontractor

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  1. PANTHER is entitled to assign claims from the business relationship to third parties.

  2. PANTHER is entitled to have the services to be rendered carried out in whole or in part by a suitable subcontractor. References in these GTC to PANTHER refer accordingly to this third party.

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Section 11 Confidentiality

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  1. The customer is obliged to treat as business secrets all non-public commercial and technical information or knowledge that becomes known through the business relationship between PANTHER and the customer.

  2. The customer may only advertise the joint business relationship with PANTHERs prior written consent.

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§ 12 Jurisdiction / place of performance / applicable law / language

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  1. Place of jurisdiction and place of performance for all rights and obligations arising from and/or in connection with this contract as well as any future disputes between the contracting parties is Aachen. Irrespective of the regulation according to sentence 1, PANTHER is entitled to assert claims against the customer before the courts of the customers general and special place of jurisdiction.

  2. The law of the Federal Republic of Germany applies exclusively, the UN sales law is excluded.

  3. Contract and business language is German.

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§ 13 Severability Clause

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  1. Should one or more provisions of these General Terms and Conditions be or become void, ineffective or unenforceable, this shall not affect the validity of the rest of these General Terms and Conditions.

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