§ 1 Scope of application
1 The following General Terms and Conditions apply to all contracts of PETER-LACKE GmbH, Herforder Straße 80, 32120 Hiddenhausen (hereinafter referred to as "Peter-Lacke" or "we"), which are concluded with entrepreneurs (hereinafter referred to as "Customer") . Pursuant to Section 14 of the German Civil Code (BGB), an entrepreneur is any natural or legal person or partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. In contrast, a consumer within the meaning of Section 13 BGB is any natural person who concludes a legal transaction for a purpose that cannot be attributed to either their commercial or self-employed activity.
2. the terms and conditions apply to all current and future business relationships, even if they are not expressly agreed again.
3. deviating, conflicting or supplementary General Terms and Conditions of Business shall not become part of the contract, even if they are known, unless their validity is expressly agreed. Counter-confirmations of the customer (entrepreneur) with reference to his own terms and conditions of purchase are hereby expressly rejected.
§ 2 Offer and conclusion of contract
1 Our offers are subject to change and non-binding.
2. contracts are only concluded when we have confirmed the customer's order in writing within a period of 2 weeks, at the latest upon delivery of the goods
3. our written order confirmation is decisive for the content and scope of the contract. Additional agreements with travelers, commercial agents and employees as well as amendments, supplements, etc. require our written confirmation.
§ 3 Delivery and delivery time and transfer of risk
1. we reserve the right to make technical design or production changes and deviations from samples as long as this is reasonable for the customer. Our deliveries may deviate from the order quantities by up to 10 %, maximum 25 kg, in the case of excess and short quantities (nuances) due to production technology, and by up to 3 % in the case of excess and short quantities due to filling technology.
2. partial deliveries are permissible and can be invoiced separately, insofar as this is reasonable for the customer and he has an objective interest in the partial delivery.
3. unless otherwise agreed, the customer must collect the goods on the agreed delivery date or, if a delivery date has not been bindingly agreed, immediately after notification of availability at the place of performance in accordance with § 8 No. 2.
4. if the customer is in default of acceptance of the goods, we shall be entitled, at our own discretion, to dispatch them at the customer's expense or - if not otherwise possible, if necessary also store them outdoors. In this case, we shall not be liable for the accidental destruction, loss or damage of the goods. If the goods are stored by us, we shall be entitled to invoice the goods and demand payment one week after default of acceptance has occurred.
5. if we are in default, the customer may only withdraw from the contract after the fruitless expiry of a reasonable grace period set in writing, which must be at least 1 month, insofar as the goods have not been reported as ready for dispatch by then.
6. if, in deviation from No. 3, it has been agreed that we are obliged to ship the goods, transportation shall be at the customer's expense and the choice of means of transport and transport route shall be at our discretion, unless the customer has given us special instructions to this effect. The risk shall pass at the time when the goods are handed over by us to the carrier.
7. for deliveries or services which are delayed due to the occurrence of unforeseen extraordinary events and which we could not avert despite the care required in the circumstances of the individual case (even if they occur at upstream suppliers), e.g. strike, lockout, operational disruption, subsequently occurring difficulties in procuring materials, rejects in an important workpiece, official order, etc., the delivery period shall be extended by the duration of the hindrance plus a reasonable start-up time that meets our operational requirements.
8. if delivery or performance becomes impossible through no fault of our own as a result of the aforementioned events, we shall be released from the delivery obligation without the customer being able to demand compensation.
9. in the event of non-acceptance of ordered goods, we are entitled to demand 25% of the value of the goods for expenses already incurred and loss of profit. The customer is entitled to prove that no damage has been incurred or that the damage is significantly lower than the lump sum.
10. all goods dispatched by us shall be dispatched at the expense and risk of the customer, even if carriage paid delivery has been agreed. Transport insurance shall only be taken out at the express instruction and expense of the customer. The risk of accidental loss shall pass to the customer when the goods are handed over to the persons commissioned with transportation, but at the latest when the goods leave our works.
11. if the delivery is made in returnable containers, these must be returned empty and carriage paid within 90 days of receipt of the delivery. Loss of or damage to returnable packaging shall be borne by the customer if the customer is responsible for this. Returnable packaging may not be used for other purposes or to hold other products. They are only intended for the transportation of the delivered goods. Labels may not be removed. Disposable packaging will not be taken back by us. Instead, we will name a third party to the buyer who will recycle the packaging in accordance with the statutory and official regulations.
§ 4 Prices and terms of payment
1 Our prices do not include the statutory value added tax. It is shown separately in each case.
2. in the case of domestic deliveries and deliveries to other EU countries, the customer is obliged to pay without deduction no later than 30 days after receipt of the invoice.
3. delivery outside the EU shall be made against advance payment, alternatively by means of a letter of credit (hereinafter referred to as "LC") at our discretion, whereby each party shall bear the respective domestic costs of the LC.
4. the customer shall be in default after expiry of the period pursuant to No. 2.
5. in the event of default in payment, the customer shall pay default interest at the statutory rate. We reserve the right to assert further claims for damages. A price surcharge shall be levied for custom-made products of small quantities according to a special calculation. Separate small invoice surcharges shall be charged for small orders.
6. if the delivery of goods or the provision of other services takes place later than 4 months after conclusion of the contract and if the wage and material costs or the prices of our suppliers increase at this time, we shall be entitled to increase our remuneration accordingly. If carriage paid delivery has been agreed, this shall only apply to domestic deliveries and deliveries to Benelux countries and Alsace-Lorraine of at least 200 kg/l, for deliveries to other EU countries 2 t/l and to EU entry areas 5 t/l, for deliveries to CIS countries 10 t/l and for deliveries outside Europe 2 t/l fob German seaport or airport.
7. if the customer is entitled to carriage paid delivery, only the general cargo freight without surface freight and cartage for receipt shall be reimbursed in all cases. Additional costs for express freight or other surcharges shall be borne by the recipient. Deliveries to addresses outside the Federal Republic of Germany shall be made free German border, duty unpaid and without additional costs.
8. the customer may offset against our claims or assert a right of retention if his counterclaims are undisputed or have been legally established. This shall not apply if the customer's counterclaims are based on defective performance.
9. non-payment of due invoices or other circumstances which indicate a significant deterioration in the customer's financial circumstances after conclusion of the contract shall entitle the customer to demand immediate payment of all our claims based on the same legal relationship.
§ 5 Warranty claims of the customer
1. the customer must inspect the goods for defects immediately upon receipt (§ 377 HGB). As part of the obligation to inspect and give notice of defects in accordance with § 377 HGB, the customer shall carry out a trial processing.
2. defects must be reported in writing immediately upon receipt, unless the defect was not recognizable during the inspection. If such a defect becomes apparent later, it must also be reported immediately. The notification must be made in writing and must precisely describe the nature and extent of the defect.
3. the customer is obliged to inform us immediately and to give us the possibility of immediate inspection if he wishes to assert defects in the products delivered by us.
4. the customer's rights arising from material defects shall be limited to subsequent performance. Subsequent performance shall be effected at our discretion by remedying the defect or delivering a defect-free item. If the subsequent performance fails, the customer shall be entitled to withdraw from the contract, to reduce the purchase price or - in the event of our fault - to claim damages after the expiry of a grace period of 10 working days to be set. In the event of rectification of defects, we shall bear all expenses necessary for this purpose, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
5. strict liability on our part shall only be considered if a guarantee (§ 276 BGB) or quality guarantee (§ 443 BGB) has been expressly assumed in writing. Otherwise § 7 applies.
6. if the customer asserts claims for material defects against us on the basis of public statements made by us or our agents, in particular in advertising or in the labeling of certain properties, the customer shall bear the burden of proof that the statement was causal for the order. We shall not be liable for statements made in third-party advertising.
7. the samples merely characterize the quality of the subject matter of the contract and do not constitute a guarantee (§ 276 BGB) or a guarantee of quality (§ 443 BGB).
8. verbal and written recommendations for use based on existing experience and the current state of knowledge do not constitute any agreed or assumed quality between the parties and do not release the customer from the obligation to check the products for their suitability for the intended purpose and processing method on his own responsibility.
9. liability for material defects shall be excluded in any case if thinners, hardeners, additional paints or other components are added which were not purchased from the supplier or us and recommended by the supplier or us for this mixture.
10. if the customer does not give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available upon request, all warranty claims shall lapse.
11. claims for defects by the customer shall become time-barred within one year of delivery of the item. The shortened limitation period for claims for defects shall not apply to claims for damages for which liability is not excluded pursuant to § 7 of the General Terms and Conditions.
12. in the case of entrepreneur recourse (§ 445a BGB), it is presumed that there were no defects at the time of the transfer of risk to the customer if the customer has duly inspected the goods in accordance with § 5 No. 1 but has not reported any defects, unless this presumption is incompatible with the nature of the item or the defect. If the customer has had to take back the sold, newly manufactured item from a consumer as a result of its defectiveness or if the customer's buyer has reduced the purchase price as a consumer, the customer's statutory rights in the event of defects shall apply without the restrictions on warranty rights stated in this provision with the exception of claims for damages (§ 478 BGB). If the customer otherwise asserts recourse claims (§ 445a BGB), he must allow himself to be treated vis-à-vis us as if he had implemented all legally permissible contractual options vis-à-vis his contractual partner (e.g. refusal of subsequent performance due to disproportionality or limitation of the reimbursement of expenses to a reasonable amount).
§ 6 Retention of title
1. the delivered goods shall remain our property until full payment of the purchase price including all ancillary claims and all existing claims arising from the business relationship as well as all future claims arising from the business relationship.
2. the customer may neither pledge our goods nor assign them as security. However, he may resell or process them in the ordinary course of business, unless he has already effectively assigned the claim against his contractual partner to a third party in advance or agreed a prohibition of assignment.
3. any processing of our goods into a movable item shall be carried out on our behalf and with effect for us. In the event of processing with other goods not belonging to us, we shall acquire co-ownership of the new item in proportion to the value (delivery price including VAT without deduction of discount) of the goods supplied by us and the other goods at the time of processing. In the event that the buyer acquires sole or co-ownership of the new item by processing, combining, blending or mixing, he hereby assigns to us sole ownership or co-ownership in the ratio of the value of the goods delivered by us to the other goods at the time of processing to secure the fulfillment of all our claims.
4. the customer hereby undertakes to store the new item for us free of charge with due commercial care.
5. to secure the fulfillment of our claim, the buyer hereby assigns to us all claims arising from the resale, including future claims, together with all ancillary rights in the amount of the value of our ownership or co-ownership share with priority over the remaining part of his claims. In the event that the customer sells our goods (together with other goods not belonging to us) or items manufactured from our goods or combines, mixes or blends our goods with a third-party movable item and acquires a claim in return which also covers his other services, he hereby assigns to us this claim with all ancillary rights in the amount of the value of our ownership or co-ownership share with priority over the remaining part of his claim. The same shall apply to the same extent to any rights arising from the processing of our goods due to and in the amount of our total outstanding claims.
We hereby accept the customer's declarations of assignment.
6. in the event of default on the part of the customer, he must, at our request, provide us with individual proof of these claims and notify subsequent purchasers of the assignment that has taken place, with the request that they pay us up to the amount of our total claims.
7. we are also entitled to notify the subsequent purchasers of the assignment at any time and to collect the claim against them.
8. in the event that the customer collects parts of the claim assigned to us, he hereby assigns to us his respective residual claim in the amount of these parts of the claim. The claim to surrender of the collected amounts remains unaffected; the customer may neither assign his claim against subsequent purchasers to third parties, nor pledge it, nor agree a prohibition of assignment with subsequent purchasers.
9. in the event of access by third parties to the reserved goods, in particular seizures or other impairments of our rights by third parties, the customer shall draw attention to our ownership and inform us immediately; the customer shall hand over to us all documents necessary for an intervention.
10. if the value of the items serving us as security and/or delivered subject to retention of title exceeds our total claim by more than 20%, not only temporarily, we shall be obliged to release securities to this extent at the request of our contractual partner. The delivery prices including VAT without discount shall be decisive for determining the amount of the security.
11. title to the goods subject to retention of title shall pass to the customer upon full payment of all our claims arising from the business relationship. At the same time, the customer shall acquire the claim which he has assigned to us to secure our claims in accordance with the above provisions.
12 Insofar as the retention of title is not effective under the law of the country in which the delivered goods are located, the buyer must provide equivalent security at our request. If he does not comply with this request, we may demand immediate payment of all outstanding invoices regardless of agreed payment terms.
§ 7 Liability
1. claims for damages against us are excluded irrespective of the legal grounds (impossibility, delay, defective performance, breach of secondary contractual obligations, other obligations arising from the contractual obligation and tort). This shall not apply:
- for damages resulting from injury to life, limb or health
- for other damage if
a) these are based on an intentional or grossly negligent breach of duty by us or one of our executives,
b) an essential contractual obligation has been breached, whereby these are obligations arising from the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner relies and may also rely;
c) obligations not covered by b) were breached intentionally or through gross negligence by simple vicarious agents.
2. in cases no. 1 b) and c), liability shall be limited to compensation for typically foreseeable damage.
3. to the extent that liability has been excluded or limited in clauses 1 and 2, this shall also apply to the personal liability of employees, workers, staff, representatives and vicarious agents.
4. the above exclusion of liability does not apply to claims under the Product Liability Act.
5. insofar as the customer, instead of claiming damages in lieu of performance, demands compensation from us for expenses which he has incurred in reliance on the receipt of performance (§ 284 BGB), the amount of these expenses shall be limited to those expenses which a reasonable third party would have incurred.
6. the customer shall only be entitled to withdraw from the contract in the event of a breach of duty by us which does not consist of defective performance if we are at fault.
§ 8 Sustainability and Code of Conduct
1. the topic of sustainability is becoming increasingly important and is also very important to us. We follow the understanding of "Corporate Social Responsibility" - which is based on the 3 pillars of "ecology, economy and social responsibility". We fulfill the resulting documentation obligations by following the ESG (Environmental, Social, Governance) approach and the requirements of the CSRD (Corporate Social Responsibility Directive) for the preparation of the legally required sustainability report in accordance with the GRI standards.
2. we act in accordance with the 17 UN Sustainable Development Goals. Further information is available at www.peter-lacke.com/csr.
3 We define our requirements for compliance with general business principles, fair competition, human rights, labor and social standards, environmental protection and product safety in our Code of Conduct.
4 We also expect our business partners to comply with these principles and to implement the issue of sustainability in accordance with the law.
§ 9 Place of performance, place of jurisdiction and other matters
1. the assignment of claims to which the customer is entitled against us from the business relationship is excluded, with the exception of monetary claims within the meaning of § 354 a HGB (German Commercial Code).
2. the place of performance for all deliveries and payments shall be the registered office of Peter-Lacke.
3. the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, including actions on bills of exchange and cheques, shall be the registered office of Peter-Lacke if the customer is a merchant, a legal entity under public law or a special fund under public law.
4. these terms and conditions and the entire legal relationship between the contracting parties shall be governed exclusively by German law to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods.
5. should individual provisions of our terms and conditions or the provisions within the framework of other agreements be or become invalid or ineffective, this shall not affect the validity of any other provision or agreement.
At PETER/LACKE, we promote and encourage training and study courses .We currently support a large number of employees who arestudying alongside their workin the interests of the company .We also offer an extensive range of further training courses and seminars.
Through the so-called "career ticket", we award projects at a global level and at various locations and offer our employees the opportunity to apply.