General terms and conditions of business and payment for the provision of services by PMF Automotive GmbH.
1. General
These General Terms and Conditions, dated January 1, 2019 (hereinafter referred to as "GTC"), apply to all business matters and services, including all future business transactions and continuing obligations. These terms and conditions form the basis of all orders. Any conflicting terms and conditions are hereby rejected. The following terms and conditions shall also apply if PMF Automotive GmbH performs work with knowledge of conflicting or deviating terms and conditions.
2. Conclusion of the contract
The client of PMF Automotive GmbH is bound by verbal order placement or by signing the order. PMF Automotive GmbH can accept this offer immediately after the order is placed by sending an order confirmation or by commencing work. If the client does not object to an order confirmation immediately, it is considered accepted by the client. We assume no liability for errors resulting from documents submitted by the client (samples, drawings, or the like).
3. Remuneration / Counter-rights
The agreed-upon fees apply in each individual case. In the absence of such an agreement, the terms and conditions most recently in effect between the client and PMF Automotive GmbH shall apply. The client's right of set-off is limited to claims that have been legally established, are undisputed, or have been acknowledged by PMF Automotive GmbH. Furthermore, the client is entitled to exercise a right of retention only to the extent that their counterclaim is based on the same contractual relationship.
4. Disruptions / Interruptions / Decrease
PMF Automotive GmbH always strives to meet agreed deadlines punctually. However, if PMF Automotive GmbH is prevented from fulfilling its obligations due to force majeure, official measures, or other unforeseen events such as strikes and lockouts, or events beyond its control, or if it is demonstrably not supplied by a supplier through no fault of its own, PMF Automotive GmbH is entitled to withdraw from the contract.
The client is obligated to accept the service within the agreed timeframe. If the client breaches this obligation, PMF Automotive GmbH may hold the client liable for any resulting damages incurred by PMF Automotive GmbH.
5. Warranty
Obvious defects must be reported to PMF Automotive GmbH in writing by the client immediately, but no later than two weeks after acceptance. Defects that cannot be discovered even after careful inspection within this period must be reported to PMF Automotive GmbH in writing immediately upon discovery.
As soon as a defect attributable to PMF Automotive GmbH exists, PMF Automotive GmbH is entitled, at its own discretion, to remedy the defect or to seek a replacement. Should the remedy fail, or should PMF Automotive GmbH be unwilling or unable to remedy the defect, particularly in the event of a delay exceeding a reasonable timeframe, for reasons attributable to PMF Automotive GmbH, the client is entitled to withdraw from the contract or demand a corresponding reduction in the contract price.
Further claims by the client, such as claims for damages including lost profits or other pecuniary losses, are excluded, regardless of the legal basis. The aforementioned exclusion of liability does not apply if the cause of damage is due to intent or gross negligence. It also does not apply if the client asserts claims for damages due to the absence of a warranted characteristic. Should a fundamental contractual obligation be negligently breached, PMF Automotive GmbH's liability is limited to foreseeable damages.
To the extent that the liability of PMF Automotive GmbH is excluded or limited, this also applies equally to the personal liability of its employees, workers, staff, representatives, and agents. The warranty period, or the period for asserting claims for consequential damages, is 6 months from the transfer of risk, unless claims are based on tort.
6. Liability
Unless otherwise stated in these General Terms and Conditions, PMF Automotive GmbH, its executive employees, legal representatives and vicarious agents shall only be liable in cases of intent and gross negligence.
PMF Automotive GmbH is liable for gross negligence on the part of non-managerial employees only if they breach a material contractual obligation. This also applies to damage caused by slight negligence on the part of PMF Automotive GmbH or other named persons. In the aforementioned cases, PMF Automotive GmbH's liability is limited to foreseeable damages.
PMF Automotive GmbH maintains liability insurance to cover potential liability claims arising from its own work.
7. Payment terms
The invoice amount is payable and due without deduction within 30 days of the invoice date. Should counterclaims or any complaints be raised, or should the service not be delivered on time for reasons attributable to the client, payment is still due. Offsetting is not permitted. Unauthorized deductions will be charged back. Late payments will incur default charges (e.g., reminder fees of €9.00 per reminder) as well as default interest of 1 percent per month from the due date. In addition to the aforementioned default interest and charges, the client is also obligated to bear all effective collection costs incurred after the invoice due date (at least 9 percent of the invoice amount plus further expenses according to the applicable rate), including enforcement and legal costs. The supplier is also entitled to assign the rights arising from any invoice claim to a third party. Notification of the assignment will be indicated on the respective invoice.
8. Place of jurisdiction, place of performance, choice of law
If the client is a registered merchant, the place of jurisdiction is Chemnitz; however, PMF Automotive GmbH is also entitled to sue the client at their place of residence. This jurisdiction specifically excludes any other jurisdiction that may be legally provided for due to a personal or factual connection. Furthermore, in this case, the client is not entitled to raise a counterclaim, set-off, or retention claim against PMF Automotive GmbH before any court other than the court with exclusive jurisdiction. Unless otherwise stated in the order confirmation, the place of performance is the registered office of PMF Automotive GmbH.
This contract is governed by the laws of the Federal Republic of Germany. All legal disputes arising from or in connection with this contract shall be decided in accordance with the laws of the Federal Republic of Germany.
9. Final Provisions
Should any provision of these General Terms and Conditions of Sale and Delivery be invalid, the validity and legal enforceability of the remaining provisions shall remain unaffected. Agreements that amend or supersede these General Terms and Conditions of Sale and Delivery at the time of contract conclusion must be made in writing. This also applies to any waiver of the written form requirement.
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