General Terms and Conditions
I. Validity / Offers
1. These General Terms and Conditions apply exclusively, unless otherwise amended by an express agreement in text form between the parties. Any terms or provisions that modify the contract of stemming from the Buyer are hereby contradicted; they shall not apply to us or become legally effective until confirmed by us in writing.
2. The offer, acceptance of the offer, order confirmation or the sale of any product by us is subject to the present terms and conditions. This also applies to all future business transactions between the parties; these terms of delivery replace with immediate effect all previous oral or written agreements between the parties.
II. Payment and offsetting
1. Unless otherwise agreed in writing, prices are in EURO ex works without loading and plus the statutory value added tax; for export deliveries plus customs duties as well as fees and other public charges.
2. Payment must be effected within the periods of time stated on the invoice/order confirmation in such a way that the amount required to settle the invoice without deduction is at our disposal on the due date at the latest; in particular, unless agreed otherwise in writing, any fees of the Buyer's bank shall not borne by us. Should no due date be specified, then all payments must be made within 30 days of the date of the invoice. We reserve the right to issue invoices either on paper or electronically.
3. Any counterclaims disputed by us or not legally valid do not entitle the Buyer to withhold or offset any money. The Buyer is, in particular, not entitled to withhold payments on account of claims made under the guarantee.
4. An online bonus acquired in our online shop (currency: PI€OS) can be redeemed in accordance with the individually agreed terms. There is no entitlement to the cash payment of an online bonus acquired in our online shop.
5. After informing the Buyer in good time thereof and before carrying out delivery of the item, the Seller retains the right to adjust the price of the goods as is necessary due to general price changes resulting from any reasons beyond the control of Friedrich PICARD GmbH & Co. KG (such as foreign exchange fluctuation, currency regulation, changes in duties, a significant increase in the costs of material or other costs of manufacture) or any changes made by suppliers.
III. Delivery times
1. The delivery period and deadlines are upheld if, by the time of their expiry, the delivery item has left our premises.
2. Should we fall into arrears, the Buyer must grant us an appropriate period of grace as specified in writing; if this period of grace expires without completion of delivery, the Buyer may withdraw from the contract. The damage due to a delay in delivery is limited to 20% of the total order value. This limitation does not apply if the delay in delivery is caused by us either deliberately or through gross negligence.
IV. Carrying out deliveries
1. Unless otherwise agreed on, the delivery of goods should be carried out in such a way that the Buyer picks up the goods from our business premises as soon as we have informed the Buyer that the goods are ready for collection. Insofar as another place of delivery has been agreed, the delivery of goods will be effected by delivery of the goods to the other place agreed on.
2. With all business transactions, the risk of loss or damage to the goods shall pass to the Buyer at the time where we hand them over to the forwarding agent or to the carrier, at the latest with their departure from our warehouse, or with drop shipments upon leaving the supplier. Should the Buyer be in default of acceptance, the risk is transferred when we offer the transfer.
3. We are entitled to carry out partial deliveries.
V. Retention of title
1. We retain title (ownership) to the delivered goods until full payment of all current or future debt claims to which we are entitled against the Buyer. The same applies regardless of the delivery and the passing of risk or other conditions of these General Terms and Conditions. The goods, as well as the goods substituted for them according to the following provisions and covered by the retention of title, are referred to in the following as the Reserved Goods.
2. The Buyer shall keep the Reserved Goods for us free of charge. As long as the property has not yet been passed on to him, the Buyer is obliged to handle the purchase item with care.
3. The Buyer is entitled to process and sell the Reserved Goods in the normal course of business until such time as a liquidation event occurs (paragraph 8). Pledges and assignments by way of security are not permitted.
4. If the Reserved Goods are processed by the Buyer, it is agreed that such processing is effected on our behalf and for our account as the manufacturer and that we directly acquire ownership or – if the processing is effected using materials belonging to more than one owner or if the value of the processed item exceeds the value of the Reserved Goods – co-ownership, i.e. ownership of fractional shares (Bruchteilseigentum), of the newly created item in an amount proportional to the value of the Reserved Goods to the value of the newly created item. In the event that no such ownership is acquired by us, the Buyer hereby already transfers to us as security its future ownership or – its above-described proportional – co-ownership of the newly created item. If the Reserved Goods are combined or inextricably commingled with other items to form a unified item and if one of the other items is regarded as the main item such that we or the Buyer acquire/s sole ownership, then the party to whom the main item belongs must transfer to the other party pro rata co-ownership of the unified item in that proportion set out in Section 4, sentence 1.
5. In the case of the resale of the Reserved Goods the Buyer assigns to us now already by way of security any resulting claim against the purchaser – in the case of our joint ownership of the Reserved Goods in proportion to the ownership share. The same applies to other claims which take the place of the Reserved Goods or otherwise arise with regard to the Reserved Goods, such as insurance claims or tort claims for loss or destruction. We revocably authorize the Buyer to collect the claims assigned to us in his own name. We may revoke this authorization only in the case of a liquidation event.
6. If third parties seize the Reserved Goods, in particular by way of attachment, the Buyer shall immediately point out our ownership and inform us about it in order to enable us to enforce our ownership rights. If the third party is unable to reimburse us the judicial or extra-judicial costs arising in this connection, the Buyer is liable to us for this.
7. We will release the Reserved Goods and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. The choice of the items then to be released is ours.
8. If, in the event of breach of contract by the Buyer – in particular default of payment – we withdraw from the contract (liquidation event), we are entitled to demand the surrender of the Reserved Goods.
VI. Guarantee and exclusion of liability
1. The Buyer must inspect the goods within the meaning of § 377 of the German Commercial Code [Handelsgesetzbuch (HGB)] and notify us of any complaints in respect of defects. Unless the Buyer gives us the possibility to see the defects ourselves, especially if, when requested, he does not make the defective goods available to us, he cannot demand rectification or replacement delivery.
2. We are not liable for any neglect of duty caused by negligence. We can accept no liability for the suitability of the goods for a particular purpose unless we have explicitly agreed to accept such liability.
3. We assume no responsibility for defects that arise due to a description of the goods or a specification of the Buyer. Furthermore, we assume no liability for product defects that arise due to faulty installation or use, incorrect use, negligence or other reasons.
4. The technical product details we provide do not constitute a condition and do not serve for the purpose of product advertising. Even if we publish them with the greatest possible care, they constitute non-binding information without any claim to accuracy, completeness, reliability, timeliness and usefulness and no legal claim can be derived from them. We thus make the technical product details available – to the extent permitted by law – in particular without any (express or implied) guarantee, promise or liability for damage caused by or as a result of the use of the technical product details. In no event shall we be liable for any indirect, special, incidental or consequential damage arising out of or in connection with the use of the technical product details.
5. Die Haftungsfreizeichnung gilt nicht, wenn eine Mängelursache auf Vorsatz oder grobe Fahrlässigkeit zurückzuführen ist oder wenn aufgrund einer fahrlässigen Pflichtverletzung Schäden aus der Verletzung des Lebens, des Körpers oder der Gesundheit entstanden sind. Gleiches gilt bei der Verletzung vertragswesentlicher Pflichten.
5. The warranty disclaimer does not apply if a cause of a defect is to be attributed to intent or gross negligence or if, due to a neglect of duty, damage has arisen from an injury to life, the body or health. The same applies in the event of a breach of essential contractual obligations.
6. If there is a defect in the purchased goods for which we are accountable and we have been informed of this defect immediately, we are entitled to remedy the defect or carry out a replacement delivery. If we are not willing or able to remedy the defect or carry out a replacement delivery, the Buyer is entitled to opt between demanding rescission of the contract or to a reduction in price.
7. All guarantee claims are subject to the Statute of Limitation 1 year after the legal statutory period commences.
VII. General limitation of liability
In the absence of a provision to the contrary in these General Terms and Conditions, our liability to pay damages for breaches of contractual or non-contractual obligations is limited to cases of intent (Vorsatz) or gross negligence, to breaches of fundamental contractual obligations, and to loss arising from a fatal injury, a bodily injury, and an injury to a person’s health. Except in cases of intent and to the extent permitted by law, our liability does not extend to loss that could not have been typically expected in the concrete business transaction or to loss for which the Buyer is insured or for which it can customarily be insured.
VIII. Rescission
1. We are entitled to rescind the contract (vom Vertrag zurücktreten) if a) the Buyer has conducted itself in a manner contrary to the contract, especially in the case of delay of payment, or b) the Buyer has made false representations of the facts determining its creditworthiness, or
c) the Buyer refuses, within 14 days after having been requested to do so, to make contemporaneous performance or to provide security in cases where the deterioration of the Buyer’s financial situation is endangering the contractual objects, or
d) insolvency proceedings have been opened in relation to the Buyer’s assets.
2. In the event of a rescission (Rücktritt) or a taking back of delivered goods, we are entitled to claim compensation for actual expenditures, for the permitted usage [of goods], and for depreciation.
IX. Buyer’s entitlement to return ordered goods
1. The Buyer is entitled, in accordance with the following provisions, to return to us the goods ordered by it provided that the goods, at the time of sending them back, are still defect-free and in the original packaging (hereinafter also referred to simply as the Right of Return).
2. Excluded from the Right of Return are articles purchased by us at the direction of the Buyer, processed goods such as configurable linear motion technology articles, and goods that originally were not purchased from us.
3. The Right of Return must be exercised within four (4) weeks from the date the goods are delivered to the Buyer. Determinative for the timely exercising of the Right of Return is the receipt of the returned goods by us. If the deadline is exceeded, the Right of Return is deemed as not having been validly exercised; the contract of sale concluded between the Buyer and us must be fulfilled.
4. The Buyer must pay the entire costs associated with the returning of the goods, especially the costs of transportation.
5. In the case of a valid exercising of the Right of Return by the Buyer, the agreed purchase price will be reimbursed by us in whole, in part, or not at all depending on the condition of the goods and their packaging. The review of the condition of the goods and their packaging is our obligation.
6. The Buyer’s rights arising from a material defect in the goods or from a legal deficiency in title to the goods are unaffected by the Right of Return.
X. Place of execution, court of jurisdiction and applicable law
1. The delivery of the goods is to be effected in such a way that the Buyer takes delivery of the goods at our business premises as soon as we have informed the Buyer and the goods are ready for collection. Consequently, the place of execution is strictly our place of business. In individual cases, another place of delivery can be agreed on by the parties.
2. The court of jurisdiction for all disputes arising from mutual business transactions (including matters pertaining to bills of exchange and cheques) is Bochum. We are also entitled to bring an action against the buyer at his general place of jurisdiction.
3. All legal relations between us and the Buyer are governed by the law of the Federal Republic of Germany, without reference to the conflict of laws principles and with the exclusion of the UN Purchasing Convention (CISG).
4. In any cases of doubt, the German version of these Terms and Conditions shall prevail.
As of 02/2024