1. General terms

1.1 All current and future business relations are governed exclusively by our terms of sale and supply, which apply only to business persons and undertakings within the meaning of Section 14 of the German Civil Code (hereinafter: BGB). PCI Augsburg GmbH's (hereinafter "PCI") offers are not binding, but are to be understood als an invitation to the customer to make PCI a purchase offer. The contract shall become legally binding upon placement of the order by the purchaser (offer) and upon acceptance of his offer by PCI. Should this differ from the order it shall be considered a new, non-binding offer made by PCI.

1.2 We do not accept any set-off or right of retention exercised by Buyer against our claim to payment unless they relate to the same contractual relationship, and the counter-claims are undisputed or established as final by a court of law.

1.3 We store data on our customers within the context of our business relations and in accordance with the Bundesdatenschutzgesetz (Data Protection Act).

1.4 Deviations from these terms of sale must be expressly approved by PCI in written form.

2. Scope of performance

Any technical data provided in the respective product information relate exclusively to the agreed condition of the goods to be supplied by us. No warranties are provided unless otherwise and individually agreed by contract. In the case of sales based on specimens or samples, the latter only define due compliance with a sample and do not constitute a guarantee of the condition or shelf life of the goods to be supplied by us. Identified uses under the European chemicals regulation REACH that are relevant to the goods shall represent neither an agreement on the corresponding contractual quality oft the goods nor any designated use under the terms of this constract.

3. Prices

Unless otherwise agreed, our prices include packaging and delivery ex works and are subject to value-added tax at the statutory rate. If carriage-paid prices are granted in special cases, no payment for carriage can be granted if the goods are collected ex works or ex depot. Our prices are applicable to the commercial trade, in particular.

4. Dispatch

Unless otherwise agreed by ourselves and Buyer, we supply on an ex works or ex depot basis, and the goods shall be collected there by Buyer at his own risk and expense. In this case, once the contractual items of supply are ready for collection, the risk of their accidental loss or deterioration passes from Seller to Buyer when notification has been given that the goods are ready for collection. For the rest, the risk of accidental loss of, or accidental damage to the contractual items shall pass to Buyer when the goods have been transferred to the carrier.

5. Terms of payment

5.1 Our invoices are payable without deductions within 30 days after the date of invoice, or within 14 days with a 2% discount.

5.2 If, after conclusion of contract, we gain knowledge of circumstances which cast doubt on the creditworthiness of Buyer, we may, at our discretion and in deviation from the agreed payment terms, require prepayment or the provision of collateral, and deem due for immediate payment all claims accruing to us from the business relationship.

5.3 Should there by a delay in payment on the part of the purchaser, PCI is entitled to charge interest on the amount outstanding at the rate of 8 percentage points above the base interest rate announced by the German Federal Bank at the time payment is due if the amount is invoiced in euros, or, if invoiced in any other currency, at the rate of 8 percentage points above the discount rate of the main banking institution of the country of the invoiced currency at the time payment is due.

6. Delivery/performance period, default on delivery/performance

6.1 If agreed delivery periods are exceeded by us for reasons within our control, Buyer may give written notice of withdrawal from the contract after a reasonable extension of deadline which he has set has expired to no avail. We are not in default until said extension of deadline has expired.

6.2 In cases of force majeure and other unforeseeable circumstances over which we have no control, such as disruptions caused by fire, water, failure of our suppliers to deliver, scarcity of energy or commodities, strike, lock-out, traffic disruptions or government intervention, we have the right, in the event of delays in delivery and performance, to postpone delivery and/or performance beyond the duration of such obstruction, plus a reasonable lead time.

6.3 If the agreed delivery date is exceeded by more than one month, both parties have the right to withdraw from the contract, with exclusion of any claims to compensation, provided the conditions defined in clause 8 of these terms of sale are satisfied.

7. Buyer's rights in the event of defect

7.1 Obvious material defects, incorrect deliveries and deviations in quantities must be notified to us in writing by Buyer without delay, at the latest within seven days of his receiving the goods; any hidden defects must be notified to us in writing within eight days after discovery. In the event of defects in goods supplied by us, we are obligated, at the discretion of Buyer, only to remedy the defect or to deliver replacement goods that are free of defects (subsequent performance). If we are unwilling or unable to render subsequent performance, then Buyer has the right, at his discretion, to withdraw from the contract or to demand a reduction in the purchase price.

7.2 PCI shall not to be held liable in case of impossibility or delay in the performance of its supply obligations if the impossibility or the delay is due to the purchaser's orderly compliance with regulatory and legal obligations in connection with the European chemicals regulation REACH.

8. Rights and obligations of our company

We incur liability for damage or wasted expenses only if these have been caused by us or by our vicarious agents a) due to culpable material breach of contract or b) due to grossly negligent or wilful breach of obligations. In a case of liability pursuant to 8a) above, we bear liability only for typical damage, but not for loss of profits by Buyer and not for any consequential indirect damage, unless these are due to wilful action or gross negligence on our part. This limitation of liability shall not apply if the Product Liability Act mandatorily prescribes otherwise, or claims are asserted against us for personal injury to life, body or health.

9. Limitation of claims

9.1 Claims asserted by Buyer on account of defects in goods supplied by us, or due to performance of services in a manner that is in breach of our obligations, including claims to damages or to compensation for wasted expenses, shall be barred by limitation two years after commencement of the statutory limitation period, unless otherwise determined by the following.

9.2 Items supplied by us which have been used for building construction in accordance with the normal use of such items, and which have caused the defectiveness of such a building, shall be barred by limitation when five years have elapsed since commencement of the statutory limitation period. In deviation from the aforesaid, a four-year limitation period shall apply if Buyer has used the item we have supplied in order to fulfill contracts of which Part B of the standard building contract terms (VOB – Verdingungsordnung für Bauleistungen) forms an integral part, or if the items are materials used purely for repairs to buildings.

9.3 If, in breach of our obligations, we have provided consultancy work or information that is not separately paid, without supplying goods related thereto, or if the supplied consultancy/information in breach of our obligations constitutes a material defect within the meaning of Section 434 BGB, any claims based thereon shall be barred by limitation one year after the statutory period of limitation has commenced; clauses 9.1 and 9.2 shall apply otherwise.

9.4 The provisions in clauses 9.1 – 9.3 shall not apply to the limitation of claims arising from personal injury to life, body or health, to claims under the Product Liability Act, or to claims arising from legal defects in respect of goods we supplied and that consist in a third party’s rights in rem. Said provisions shall also be inapplicable if defects in goods we supplied have been maliciously withheld, or if we have acted in breach of our obligations in a wilful or grossly negligent manner.

10. Reservation of title

Goods we supply shall remain our property (reserved title goods) until the purchase price and any previous debts to us have been settled in full. Buyer has the right to sell or process the reserved title goods in the normal course of business; however, he is not permitted to pledge the goods, or to transfer ownership of them as collateral. Buyer hereby assigns to us any claims to payment, in respect of the reserved title goods, that may arise from resale to third parties, from processing of the goods, or on any other legal grounds (insurance, actionable tort, etc.); we hereby accept said assignment. If the amount of collateral we hold exceeds our claim to payment by more than 20%, we shall release a proportionate amount of such collateral. Buyer has the right to collect such receivables as long as he duly honours his contractual obligations to us. If third parties seize or confiscate the reserved title goods, Buyer shall draw attention to our ownership and shall notify us accordingly without delay. If Buyer acts in breach of contract, in particular if he defaults on payment, we are entitled to take back the reserved title goods at Buyer’s expense.

11. Return of goods

PCI products may not be returned unless PCI has given its prior consent. Any return of goods must be made on a carriage-paid basis. Returns may not be set-off against unpaid invoices. If a credit note is issued, the costs incurred by PCI for laboratory tests, repacking, prior carriage charges, etc. shall be deducted; in addition, overhead charges amounting to 20% of the selling price shall be deducted for a value of goods up to € 150.00, and 10% of the selling price for the value of goods in excess of € 150.00.

12. Instructions for processing

Given the differences in working conditions on construction sites and in the fields in which our products are used, we are only able to provide general guidelines in our processing instructions. If special requirements are made that go beyond the fields of application and working conditions addressed by our processing instructions, our advice must be obtained for the specific case in point. Consumption figures stated in our processing instructions are average values based on experience. No rights or claims against us may be derived from lower or higher consumption levels.

13. Force majeure

To the extent that any incidents or circumstances beyond PCI's control (such as natural events, war, labour disputes, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, damage caused by fire and explosion, acts of government) reduce the availability of goods from the planet from which PCI receives the goods with the result that PCI is unable to fulfil its obligations under the terms of this contract (taking into account on a pro rata basis other internal or external supply obligations), PCI (i) shall be relieved of its obligations under the terms of this contract for the duration of the disruption and to the extent of the consequences of such disruption and (ii) shall have no obligation to procure goods from other sources. Clause 1 also applies insofar as such incidents or circumstances render the business transaction in question uneconomical for PCI in the long term or are suffered by PCI's suppliers. Should the aforementioned occurreces last for a period of more than 3 months PCI is entitled to withdraw from the contract.

14. Place of performance, place of jurisdiction, applicable law

The place of performance and sole place of jurisdiction for any claims arising between us and business persons, or legal entities under public law, or public-law corporations, is Augsburg. However, we have the right to sue a customer at his statutory place of jurisdiction. The legal relationship between us and Buyer is governed exclusively by the laws of Germany. The terms of the UN Convention on Contracts for the International Sale of Goods (CISG) and of German IPR law are expressly excluded.

Directors:
Dipl.-Ing. Andreas Köllreuter (Chairman of the Board),
Dipl.-Chem. Dr. Josef Weichmann,
Manfred Grundmann (Vice-Chairmen),
Clemens Bierig
Applicable as per 01.01.2010
Register Court: Augsburg Local Court
Commercial Register no.: HRB 6355

Terms and Conditions for download