Terms of PGM LTD, Türkenstraße 48, 80799 Munich, Germany
1. General
1.1. These terms and conditions apply to all current contracts. Provided that the customer is an entrepreneur and the parties have ongoing business relationships, these terms and conditions shall also apply to all future contracts with the customer.
1.2. Changes or additions as well as agreements must be made in writing; this also applies to a waiver of the written form requirement.
1.3. Differing, conflicting or additional terms and conditions of the customer, even if known, fully waived unless their validity is expressly agreed in writing.
2. Conclusion
2.1. Orders and oral agreements require the validity of our written confirmation.
2.2. By ordering the goods, the customer makes a binding statement to purchase the goods ordered. We are entitled to accept this contract offer within 2 weeks of receipt. The assumption can be made either in writing or by delivering the goods to the customer.
2.3. If the customer orders the goods electronically, it does not require confirmation of receipt of the order.
2.4. The final contract is subject to the proper and timely delivery by our suppliers. This applies only to the case when the non-delivery is not due to our fault, especially in the case of a congruent hedging transaction with our supplier. The customer will be informed immediately of the unavailability of the service. The payment will be refunded immediately.
2.5. If the customer orders the goods electronically, the contract will be stored by us and will be sent to the customer upon request together with these Terms and Conditions by e-mail.
3. Prices
3.1. The purchase price is binding. The purchase price does not include the value-added tax. Postage, packaging and freight costs are borne by the customer, unless specified otherwise.
3.2. Our invoices, unless advance or cash on delivery is carried out, are to be paid at the latest within 30 days of receipt. The customer comes in default, if the invoice is not paid within 30 days of receipt of goods; in the case of a reminder before the 30-day period, default occurs also. The contractor shall pay interest on the debt at a rate of 8 percentage points above the base rate during the delay. We reserve the right to prove higher damages and claim them.
3.3. If the customer is in default of payment, all of our remaining deferred debts become due.
3.4. The customer has the right to offset only if his counterclaims have been legally established or recognized by us. The customer may only exercise when a claim is based on the same contractual relationship.
3.5. Cash on delivery or prepayment reserved. Exchange are accepted only by prior arrangement and performance only. Discount, banking and stamp charges shall be borne by the customer.
4. Execution and print data delivery
4.1. We carry all jobs, unless otherwise agreed in writing, on the basis of the print data, that was delivered or transmitted by the Customer. The data must be delivered in the file formats specified in our order forms or on the website www.garderobenzettel.de. For different file formats we can not guarantee error-free performance, unless that other format is approved in writing by us. The customer is fully responsible for the completeness and accuracy of its data, even if there are errors in the data transmission or in the data storage medium, unless the errors are our fault.
4.2. Supplies of all kinds by the customer or by a third party engaged by the customer (this also applies to data storage media and transmitted data) are not subject to inspection commitment on our part, unless the data is obviously not readable or not workable. Before transmitting the data, the customer has to apply the latest state of the art security and protection programs against computer viruses. Data backup is the sole responsibility of the customer. We are entitled to make copies.
5. Delivery and Shipping
5.1. Partial deliveries are subject to a reasonable extent.
5.2. The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover of the goods, or in the case of sale by delivery - upon delivery of the goods to the freight forwarder, the carrier or the otherwise responsible person or institution to execute the dispatch.
5.3. In case the customer is in default of acceptance, this would be considered as valid handover.
5.4. The delivery times and the (regular) Delivery times quoted by us, unless otherwise agreed, should be regarded as not binding and represent the respective planning status. Fixed deadlines for service delivery are only binding if confirmed in writing upon conclusion of contract as fixed dates, firm dates or binding dates.
6. Warranty
6.1. For defective goods We shall provide warranty by repair or replacement at ours choice.
6.2. If the supplementary performance fails, the customer may require at his discretion reduction or cancellation of the contract. In a minor breach of contract, especially with only minor defects, the customer has no right to cancel the contract.
6.3. If the customer is an entrepreneur, he has to check the conformity of the goods delivered and of the primary and intermediate products proofs in each case. Obvious faults must be reported in writing within 7 days. Hidden defects which can not be found after the immediate examination must be notified in writing within 7 days of discovery. Otherwise, the assertion of the warranty claim is excluded. The customer shall bear the full burden of proof for all claims, in particular for the defect itself, for the time of discovery of the defect and the timeliness of the complaint.
6.4. If the customer chooses withdrawal from the contract because of a legal or material defect after a failed supplementary performance, he shall not be entitled to claim damages for the defect. If the customer chooses compensation after failed supplementary performance, the goods shall remain with the customer if this is reasonable. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have caused a malicious breach of contract.
6.5. The warranty period is one year from date of delivery.
6.6. As an agreed nature of the goods applies only the manufacturer's product description. Public statements, recommendations or advertisements by the manufacturer do not constitute a contractual condition of the goods.
7. Limitation of Liability
7.1. In cases of slight negligence, our liability is limited to the foreseeable, typical, direct average damage for the type of goods damaged. This also applies to slightly negligent breach of duty of our legal representatives or agents. For slightly negligent breach of minor contractual obligations we are not liable.
7.2. The above limitations do not affect claims of the customer for product liability. The limitations of liability do not apply to bodily injury, damage to health or loss of life of the customer.
7.3. Compensation claims by the customer due to a defect shall expire one year from the date of delivery. This does not apply if we are accused of fraud.
8. Retention of title
8.1. We reserve title to the goods until full settlement of all claims from an ongoing business relationship.
8.2. The customer must notify us immediately in the case a third party accesses the goods, as in the case of a seizure, and if any damage to or destruction of the goods occurs. The customer must notify us immediately in the case of change in possession of the goods as well as change of the customer’s residence. Until full payment of our debts the customer is obliged to store the goods in such matter, so that the goods that came with retention of title are identifiable. We shall be entitled to inspection.
8.3. In the case of breach of contract by the customer, especially in case of default or breach of any of the foregoing obligations, we are entitled to rescind the contract and to demand the return of the goods.
9. Advertising, Trademarks and copyrights of third parties
9.1. We are entitled to retain copies of the contracts as quality samples, to send them to third parties and to use them on our website for marketing purposes, unless the customer expressly contradicts such use in writing.
9.2. We are empowered to take designs or media productions in our reference list unless the customer expressly contradicts such use in writing.
9.3 The customer is solely responsible for ensuring that no third party rights, particularly copyrights are infringed by the discharge of his duties. The customer may only place appropriate orders, if he owns the required copying or reproduction rights of the submitted documents. The customer shall indemnify us on first demand from all claims of third parties arising from any relevant infringement.
10. Copyright or usage rights
10.1. Usage rights for the creative services provided upon customer’s order, particularly graphic designs, picture and text marks, layouts etc. We reserve all rights (copyright). The customer pays his fee only for the performed work itself, but not for the intellectual property rights, especially the right of further reproduction.
10.2. The right of use may be transferred to the Customer or any third party for a consideration, if agreed in writing. In this case the rights are transferred to the customer or a third party only upon payment of the agreed fee.
11. Final Provisions
11.1. The law of the Federal Republic of Germany with the exception of the UN Sales Convention shall apply to this contract.
11.2. Place of execution for the entire contract, rights and obligations of performance is Munich.
11.3. If the customer is a merchant, a legal entity under public law or public special fund, the exclusive jurisdiction for all disputes arising from this contract shall be Munich. The same applies if the customer has no general jurisdiction in Germany or his domicile or habitual residence is unknown by the time of commencement of an action.
11.4. If any provision of the contract with the customer, including these terms and conditions, must be wholly or partially invalid, so the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision as closely as possible to the economic result of the invalid provision.
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