(1) The following terms and conditions of sale, delivery and payment, hereinafter referred to as "Terms and Conditions of Sale", apply to all offers, deliveries and contracts of Parts and Systems GmbH, Falkenweg 12, 84576 Teising, Germany, hereinafter referred to as "PS”, vis-à-vis or with customers. However, the following Terms and Conditions of Sale apply exclusively to companies, legal entities under public law and special funds under public law. 

(2) These Terms and Conditions of Sale apply in particular to contracts for the sale and/or delivery a movable item, hereinafter referred to as "product", regardless of whether PS manufactures the product itself or purchases it from suppliers (Sec. 433, 650 German Commercial Code [BGB]). Unless otherwise agreed, these Terms and Conditions of Sale in the version valid at the time of the customer's order or, in any case, in the version last communicated to him or made available in text form shall also apply as a framework agreement for similar future contracts, without PS having to refer to them again in each individual case. 

(3) These Terms and Conditions of Sale apply exclusively. Conflicting terms and conditions of the customer are rejected. Deviating terms and conditions of the customer shall not become part of the contract, unless they are confirmed by PS in writing. PS's Terms and Conditions of Sale shall also apply if PS carries out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these Terms and Conditions of Sale. 

(4) Individual agreements, in particular information in PS's order confirmation, shall take precedence over the provisions of these Terms and Conditions of Sale in case of conflicts. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract. 

(5) Legally relevant declarations and notifications by the customer with regard to a concluded contract, in particular the setting of a deadline, notification of defects, withdrawal or reduction, must be made in writing. Written form within the meaning of these Terms and Conditions of Sale includes written and text form by letter, e-mail and fax. Legal formal requirements and further evidence requirements, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected. 

(6) References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply, unless they are amended by, or expressly excluded, in these Terms and Conditions of Sale.

(1) Offers from PS are always subject to change and non-binding. Only the order of a product by the customer is considered a binding contract offer. A contract is concluded solely by the written order confirmation by PS or by the execution of the order. PS is entitled to accept the customer's contract offer within 21 days of its receipt by PS. 

(2) Every contract is made and concluded under the reservation of PS of correct and timely self-supply with all required products, materials, energy, and capacities of transportation. PS will inform the buyer without undue delay of any unavailability of the products or respective materials. In case of incorrect or late self-supply PS is entitled to cancel all affected contracts or postpone the delivery or performance of Products and Services or supply the customer on a pro rata basis in PS’ reasonable discretion. Conditions to claims of the buyer apply. 

(3) PS reserves the right to make technical and design deviations from descriptions and information in brochures, offers and written documents as well as changes in performance, design and materials in the course of technical progress, without the customer being able to derive any rights from this. Information about the respective product (technical data, dimensions, etc.) is only approximate; they are not a guaranteed quality unless the guarantee is express and in writing. 

(4) Within the framework of the statutory provisions, the customer may only withdraw from the contract if PS is responsible for a breach of contract. In the event of defects, however, the statutory requirements for withdrawal shall apply instead of the preceding sentence. In the event of breaches of duty, the customer must declare within a reasonable period after PS's request whether he will withdraw from the contract due to the breach of contract or insist on performance. A free right of termination of the customer, in particular according to sec. 650, 648 BGB, is excluded.

(1) The scope of the delivery shall be determined by PS's written order confirmation. 

(2) The delivery times correspond to the information provided by the commissioned freight forwarder. A binding delivery date is only validly agreed if it has been expressly promised in writing by PS. 

(3) Delays in delivery or performance due to force majeure or due to events which are not attributable to PS and which make it materially more difficult or impossible for PS to effect a delivery, including in particular strike, lockout, transport delays, official directives, administrative decrees, operational disruptions, disruptions of the supply chain, shortage of products or materials, pandemics, epidemics, any state of emergency and special legal order proclaimed by the government due to the pandemic of COVID-19 or war, unavailability of an important product., any hinderance arising from or in connection with the sphere of the customer, hereinafter jointly “Event”, shall not be imputable to PS, not even in case of periods or dates on which PS bindingly agreed. 

(4) PS will inform and notify the customer promptly about any Event which results in the delay of a delivery. PS may, in the case of orders that have already been accepted and in its sole discretion, supply the customer on a pro rata basis. 

(5) An Event does not entitle the customer to withdraw from affected orders, unless the impediment of PS persists for more than three (3) months after PS became aware thereof. In case of an Event and after lapse of the three (3) months period stated above, the customer is, yet only after having granted a reasonable curing period, entitled to cancel the specific contract in respect of the part not yet performed, yet without any obligation on PS’ part regarding damages. 

(6) In case of an Event, PS is entitled to withdraw from the contract in whole or in part, even after supply of customer on a pro rata basis, to the extent the contract is not performed. Any consideration which customer has already provided and which pertains to the non-fulfilled part of the contract, will be reimbursed by PS whereas damages are excluded. 

(7) The occurrence of a culpable delay in delivery or non-delivery at PS shall be determined in accordance with the statutory provisions. In any case, a reminder by the customer is required. If PS is in default of delivery, the customer may demand lump-sum compensation for his damage caused by the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not more than a total of 5% of the delivery value of the product delivered late. PS reserves the right to prove that the customer has suffered no damage at all or only significantly less damage than the above lump sum. 

(8) Reasonable partial deliveries are permitted. 

(1) Delivery shall be made EXW 84539 Ampfing, Bavaria, Germany. The place of performance for the delivery as well as any subsequent performance is 84539 Ampfing, Bavaria, Germany. At the request of the customer, the product will be shipped to another destination (sale by delivery to a place other than the place of performance). 

(2) The risk of accidental loss or accidental damage shall pass to the customer upon collection or upon handover to the customer, in the case of shipment upon handover to the forwarding agent, carrier or other person designated to carry out the shipment. This also applies if (i) PS assumes further services, in particular shipping costs or if (ii) the customer is in default of acceptance. 

(1) Unless otherwise agreed, shipment shall be made by the shipping route chosen by PS. Unless agreed otherwise in the contract, the shipping costs must be borne by the customer. 

(2) PS is entitled to withhold deliveries until all accounts receivable from orders which we already performed or a balance of accounts are fully and finally settled. PS also reserves a statutory commercial right of retention pertaining to the products, until all due claims from our business relationship are fully and finally settled. 

(3) If the customer wishes the product to be sent as express goods or quick parcels, the respective costs shall be borne by the customer. 

(4) If the customer is in default of acceptance, fails to cooperate or delays delivery by PS for other reasons for which the customer is responsible, PS shall be entitled to demand compensation for the resulting damage, including additional expenses, in particular storage costs. For this purpose, PS will charge a lump-sum compensation of 0.5% per calendar week, starting with the delivery period or – in the absence of a delivery period – with the notification of readiness for dispatch of the product, up to a maximum of a total of 5%, or 10% in the event of final non-acceptance. The proof of higher damages and the legal claims of PS, in particular reimbursement of additional expenses, appropriate compensation and termination, remain unaffected; however, the lump sum is to be offset against further monetary claims. The customer shall be entitled to prove that PS has suffered no damage at all or only significantly less damage than the above lump sum.

(1) The applicable prices on the day of delivery/invoicing shall apply. The prices printed by PS in catalogues, brochures and sales price lists, also referred to as gross prices, are recommended retail prices only. The invoiced prices are net prices. In addition to the net prices, value added tax is added as applicable 

(2) All prices are EXW 84539 Ampfing, Bavaria, Germany, excluding freight, transport and packaging. In the case of sale by delivery to a place other than the place of performance, unless otherwise agreed, the customer shall bear the transport costs EXW, the costs of any transport insurance requested by the customer as well as any customs duties, fees, taxes and other public charges. 

(3) The customer may only offset claims that are undisputed or have been legally established. The assertion of rights of refusal of performance and retention is limited to the same legal relationship. 

(1) Invoices from PS are payable within 10 days of invoicing without deduction. A discount agreement requires a separate agreement at all times. 

(2) The customer is in default of payment 30 days after the due date and receipt of an invoice. In the event of default, PS shall be entitled to interest on arrears at a rate of 9% above the base interest rate from the due date, subject to proof of further damage caused by default. 

(3) All reminder and collection costs are to be reimbursed to PS. In the event of default in payment, PS is entitled to charge a lump sum payment of net EUR40 for any payment reminder and communication regarding the payment default. This lump sum amount will be offset against any damages owed to the extent PS incurred costs of legal proceedings. 

(4) With respect to merchants, PS's claim to the commercial maturity interest as applicable remains unaffected. 

(5) PS may refuse to accept an order or demand reinforcement of collateral for obligations of the customer or withdraw from the contract without setting a deadline, taking into account the expenses incurred, if due to circumstances that have subsequently occurred or become known, such as false information about creditworthiness, enforcement measures, summons to or performance of an affidavit, total maturity of the payment obligations due to late payment, repeated chargebacks, application for the opening of insolvency proceedings or other findings that mean a deterioration or imminent deterioration, the risk situation changes. Payment agreements that have already been made are then no longer valid. 

(6) The receipt of the payment amount is always and only made if PS can dispose of the amount without restriction. 

8 Retention of title
To the extent permitted by mandatory statutory law, the following provisions on the retention of title apply: 

(1) The products remain the property of PS until the customer has fully paid the respective price for these respectively products. The customer undertakes to treat the delivered product with care during the existence of the retention of title and to use it only as intended. 

(2) During this period of retention of title, resale is only permitted to resellers and only in the ordinary course of business. In the event of the resale of the product, the customer hereby assigns the claims from the resale to PS; PS accepts the respective assignment. The customer remains entitled to collect the claim. PS's right to collect the claim remains unaffected. However, PS undertakes not to collect the receivables as long as the customer meets his payment obligations. Insofar as PS is allowed to collect the claim in accordance with the above provisions, the customer is obliged, at PS's request, to surrender all information and documents required for the collection of the claim by PS and to notify the third-party debtor of the assignment of the claim. 

(3) In the event of seizure, debt arrest or imminent order of sequestration or insolvency, the customer must notify PS immediately in writing. Furthermore, the customer undertakes to secure the reserved property from access by third parties, to prevent it from being taken away or, if necessary, to bring about its separation. In the event of failure to provide this immediately written information, the customer or, in the case of legal entities, the legal representative, shall be personally liable for the resulting damage to PS in accordance with the statutory provisions.

(4) In the event of an application for insolvency concerning the customer, PS hereby prohibits the resale of the product delivered under retention of title and the authorization to collect the claims. This also applies to the resale and debt collection by the insolvency administrator. 

(5) In the event of breaches of duty on the part of the customer, in particular in the event of default in payment, PS shall be entitled – after the unsuccessful expiry of a reasonable deadline set for the customer to perform – to withdraw from the contract and demand the return of the delivered products. In this case, the customer hereby permits PS to enter its business premises at any time in order to take possession of the goods subject to retention of title. Should the taking of possession of the products fail, PS shall be entitled to continue to assert the purchase price plus any claims for damages against the customer. 

(6) Loss, damage, seizure of or other interventions by third parties in the products subject to retention of title or the seizure of the assigned claims must be reported to PS immediately. 

(7) PS undertakes to release the securities at the request of the customer if the realizable value exceeds the claims to be secured by more than 10%. PS is responsible for selecting the securities to be released.

(1) The statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the statutory provisions on the purchase of consumer goods and the rights of the customer from separately issued guarantees, in particular those of the manufacturer, remain unaffected. 

(2) The basis for PS's liability for defects is, above all, the agreement made on the quality and presumed use of the product (including accessories and instructions). In this sense, all product descriptions and manufacturer's specifications which are the subject of the individual contract, or which were publicly announced by PS, in particular in catalogues or on PS's Internet homepage, at the time of the conclusion of the contract shall be deemed to be quality agreements. Insofar as the quality has not been agreed, it is to be assessed in accordance with the statutory provision whether a defect exists or not. Public statements made by the manufacturer or on his behalf, in particular in advertising or on the label of the product, take precedence over statements made by other third parties. 

(3) In the case of goods with digital elements or other digital content, PS owes a provision and, if necessary, an update of the digital content only insofar as this expressly results from a quality agreement in accordance with sec. 9 (2). In this respect, PS assumes no liability for public statements made by the manufacturer and other third parties. 

(4) PS is not liable for defects that the customer is aware of at the time of conclusion of the contract or is not aware of due to gross negligence. Furthermore, the customer's claims for defects require that he has complied with his inspection obligations and notification obligations. In the case of building materials and other goods intended for installation, assembly or other further processing, an inspection must in any case be carried out immediately before processing, assembly, or installation. If a defect becomes apparent during delivery, inspection or at any later point in time, PS must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 10 working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the customer fails to properly inspect and/or report defects, PS's liability for the defect not reported or not reported in time or not reported properly is excluded in accordance with the statutory provisions. In the case of a product intended for installation, assembly, or further processing, this shall also apply if, as a result of the breach, of one of these obligations, the defect only became apparent after the corresponding processing. In this case, in particular, there are no claims on the part of the customer for reimbursement of corresponding costs, in particular of removal and installation costs. 

(5) If the delivered product is defective, PS may choose whether PS provides subsequent performance by remedying the defect (rectification) or by delivering a defect-free product (replacement delivery). If the type of supplementary performance chosen by PS is unreasonable for the customer in the individual case, the customer may declare rejection. PS's right to refuse subsequent performance under the statutory conditions remains unaffected. 

(6) PS is entitled to make subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in relation to the defect.

(7) The customer must give PS the time and opportunity required for subsequent performance as owed, in particular, must hand over the rejected product for inspection purposes. In the event of a replacement delivery, the customer must return the defective product to PS at PS's request in accordance with the statutory provisions; however, the customer is not entitled to a return. The supplementary performance does not include the dismantling, removal or deinstallation of the defective product or the installation, attachment or installation of a defect-free product if PS was not originally obligated to provide these services; claims of the customer for reimbursement of corresponding costs ("removal and installation costs") remain unaffected. 

(8) PS shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs in accordance with the statutory provisions and these Terms and Conditions of Sale, if a defect actually exists. Otherwise, PS may demand reimbursement from the customer for the costs incurred as a result of the unjustified request to remedy the defect if the customer knew or could have recognised that there was actually no defect. 

(9) In urgent cases, in particular in the event of a threat to operational safety or to avert disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement from PS for the objectively necessary expenses. PS must be notified of such self-remedy immediately, if possible, in advance. This right of self-remedy of the customer does not exist if PS would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions. 

(10) If a reasonable deadline to be set by the customer for subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions or has the subsequent performance failed, in which case failure only exists after the third attempt, the customer may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal. The customer may claim damages according to the stipulations of sec. 10 of these General Terms and Conditions of Sale. 

(11) Claims of the customer for reimbursement of expenses towards his customer 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 of the customer for damages or reimbursement of futile expenses exist even in the case of defects in the product only in accordance with the following sec. 10 and 11 of these Terms and Conditions of Sale. 

(1) PS shall be liable for intent and gross negligence as well as in the case of fraudulent intent without limitation in accordance with statutory provisions. In the event of simple negligence, PS's liability shall be limited to the foreseeable damage typical for the contract and only insofar as an obligation is violated, the fulfillment of which is essential for the proper execution of the contract and on whose observance the customer regularly relies and may rely. 

(2) Regardless of the reason for the claim, PS does not assume any further liability. 

(3) The limitations and exclusions of liability in these Terms and Conditions of Sale do not apply (i) to claims for damages resulting from injury to life, limb or health, (ii) to claims under the Product Liability Act, (iii) insofar as a defect has been fraudulently concealed, or (iv) a guarantee for the quality of the goods has been assumed. 

(4) Insofar as PS's liability is limited or excluded, this shall also apply to third parties, and PS's liability for breaches of duty by PS's vicarious agents and vicarious agents shall also be limited or excluded. 

(1) The limitation period for claims and rights due to defects in the deliveries of the products – regardless of the legal reason – is one year, unless mandatory applicable requires a longer limitation period, whereas in such a case the limitation period shall be the shortest as permitted by mandatory applicable law.. 

(2) The statute of limitations of sec. 11 (1) shall also apply to all claims for damages by the customer against PS which are related to a defect, regardless of the legal basis of the claim for damages. Insofar as there are claims for damages against PS that are not related to a defect, a one-year limitation period shall apply to PS, regardless of their legal basis. 

(3) However, the limitation periods specified in sec. 11 (1) and sec. 11 (2) above shall apply with the following conditions: a) the limitation periods shall not apply in the event of intent, fraudulent concealment of a defect or the assumption of a guarantee for the quality of the products and b) the limitation periods do not apply to claims for damages (i) in the event of a grossly negligent breach of duty, (ii) in the event of a culpable breach of essential contractual obligations that does not consist in the delivery of a defective product, (iii) in cases of culpably caused injury to life, limb or health, and (iv) in the event of claims under the Product Liability Act, and c) the limitation periods for claims for damages shall also apply to the reimbursement of futile expenses. 

(4) Each limitation period begins with the delivery of the respective product, also in all cases of claims of the customer for damages in connection with the delivery of a product. 

(5) Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, the suspension of expiry, the suspension and the recommencement of periods shall remain unaffected.

The customer undertakes (i) not to pass on without justification any data arising within the scope of the business relationship to unauthorized third parties and (ii) to protect and store any data securely against access and misuse by unauthorized persons. 

(1) The customer, irrespective of the location of its principal or administrative headquarters, shall not, directly or indirectly, sell, export, re-export, or otherwise transfer to the Russian Federation or Belarus any products, services or intellectual property, hereinafter collectively referred to as "Goods", supplied under or in connection with any contract and falling within the scope of Article 12g of Council Regulation (EU) No 833/2014. 

(2) The customer is obligated to make every effort to ensure that the purpose of the provisions of sec. 13 (1) is not directly or indirectly thwarted by other customers or other third parties within the further supply or trade chain, including possible resellers. 

(3) The customer is obligated to establish, maintain and use an appropriate compliance and monitoring system in order in particular (i) to avoid risks in compliance with the provisions of sec. 13 (1) and (2) by itself, its affiliated companies, its customers, or other third parties within the further supply or trade chain, and (ii) in order to uncover the conduct of other customers and other third parties within the further supply or trade chain, including possible resellers, which undermines the purpose of the provisions of sec. 13 (1) directly or indirectly. 

(4) The customer is obligated (i) to inform PS immediately about the application and implementation of the provisions in sec. 13 (1) to (3) of these Terms and Conditions of Sale, in particular about transactions, declarations, and actions of other customers and third parties within the further supply or trade chain, and (ii) within two weeks of a corresponding request to do so, to provide PS with appropriate information on compliance with the obligations and regulations of sec. 13 (1) to (3), and (iii) to ensure through appropriate arrangements with its customers that the customer receives, can track and verify appropriate information along the further trading and supply chain and pass it on to PS. 

(5) Any violation by the customer of the provisions in sec. 13 (1) to (4) constitutes a material breach of contract. In the event of such a breach, PS shall have the following cumulative rights, without prejudice to any other statutory or contractual rights: (i) PS is entitled to terminate all contractual relationships, in particular framework agreements and individual purchase agreements, with immediate effect by extraordinary termination, and (ii) PS is entitled to refuse delivery or other execution and fulfilment of the affected and all other individual purchase contracts; and (iii) PS is entitled to impose a contractual penalty in the amount of 50% of the total price of the affected contract to which a violation of sec. 13 (1) to (4) pertains.

(1) The laws of the Federal Republic of Germany apply exclusively; the applicability of the UN Convention on Contracts for the International Sale of Goods and the norms of the German international conflict of laws are excluded. 

(2) If the customer is a merchant. the exclusive place of jurisdiction is Traunstein, Bavaria, Germany. However, PS is entitled, at its discretion, to sue at the customer's registered office.

September 2024