§ 1 Scope of Application

(1) These general terms and conditions apply to contracts concluded between you (hereinafter: "Buyer") and us, Hans Pries GmbH & Co. KG (hereinafter: "Seller"), unless otherwise expressly agreed in writing between the Buyer and the Seller.

(2) Deviating, conflicting or supplementary terms and conditions of the Buyer shall only become part of the contract if the Seller has expressly and in writing agreed to their validity, even if the Seller is aware of them. In particular, mere silence or unconditional acceptance of deliveries or services by the Seller does not constitute consent.

§ 2 Sale Only to Entrepreneurs; Proof of Entrepreneurial Status

(1) The Seller’s offer is exclusively directed at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law.

(2) An entrepreneur according to § 14 BGB is a natural or legal person or a legally capable partnership who acts in the exercise of their commercial or independent professional activity when concluding a legal transaction.

(3) The customer must provide proof of their entrepreneurial status.

§ 3 Conclusion of Contract; Product Information; Contract Language

(1) The presentation of products in the Seller’s "B2B-Shop" (https://shop.pries.de/) does not constitute a legally binding offer but is merely an invitation for the customer to place an order (invitatio ad offerendum).

(2) The information relating to the offered products – such as images, drawings, weight and dimension data, other technical data as well as references to DIN, VDE or other company or inter-company standards – serve exclusively to describe the product. They do not constitute a guarantee of a specific quality.

(3) The content and scope of the contract are exclusively determined by the Seller’s written order confirmation. Changes or additions require written confirmation by the Seller to be effective.

(4) The Seller reserves ownership and copyright to the product information provided, especially images, drawings, and calculations. Passing these on to third parties is not permitted without express written consent.

(5) The language relevant for the conclusion of the contract is exclusively German. Translations into other languages serve information purposes only. In case of discrepancies or contradictions, only the German text (www.topran.de/service/agb) is legally binding.

§ 4 Prices and Payment Terms

(1) Unless otherwise regulated in the order confirmation, prices are ex works. Any transport costs incurred will be charged additionally.

(2) The statutory value-added tax is not included in the stated prices. It will be shown separately at the statutory rate applicable on the date of invoicing.

(3) The purchase price and any ancillary services are due for immediate payment upon delivery of the goods and simultaneous handing over or sending of the invoice. This also applies in the case of agreed advance payments.

(4) A cash discount deduction is only permitted if expressly agreed in writing.

(5) The Buyer is only entitled to offset against claims of the Seller if their counterclaim is undisputed or legally established. The Buyer may only assert a right of retention if it is based on claims arising from the same purchase contract.

(6) For orders from previously unknown companies, we reserve the right to deliver cash on delivery.

(7) If circumstances become known to us after conclusion of the contract that give rise to doubts about the Buyer’s creditworthiness, we are entitled to demand advance payment or appropriate security at our discretion. The same applies if the Buyer is in default with the fulfilment of an obligation towards us.

(8) If a direct debit procedure and/or a debit authorisation has been agreed, the Buyer expressly waives the right to revoke authorised debits with their banks for the duration of the business relationship and the validity of the respective agreement. The Buyer undertakes to inform their banks of this waiver and to provide proof to us upon request.

(9) If the Buyer is in default with payment, all granted payment terms for all existing business relationships between the Buyer and us shall lapse.

(10) The Buyer agrees to the electronic transmission of invoices. Furthermore, the Buyer waives receipt of an e-invoice according to the EN 16931 standard.

§ 5 Place of Performance, Transfer of Risk, Jurisdiction

(1) The place of performance within the meaning of § 269 BGB is the Seller’s place of business.

(2) The place of fulfilment is the Seller’s place of business. The risk of accidental loss or accidental deterioration of the goods passes to the Buyer upon handover of the ordered goods to the transport service provider. This applies regardless of whether the shipment is made from the place of fulfilment and who bears the transport costs in the individual case.

(3) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Seller’s place of business.

§ 6 Delivery

(1) Delivery dates and periods may be agreed as binding or non-binding. In any case, they require written form. Delivery periods begin with the conclusion of the contract.

(2) In the event of delay in delivery or impossibility of delivery – regardless of the reason – the Buyer is only entitled to claims for damages of any kind if the delay or impossibility is due to gross negligence or intent on the part of the Seller.

(3) Claims for damages brought to our attention by means of pre-printed or other forms of the Buyer are only binding for us if they have been acknowledged by separate, expressly conducted written correspondence.

(4) In cases of force majeure or other unforeseeable events beyond our control that temporarily prevent timely delivery, we are entitled to postpone delivery or performance by the duration of the hindrance plus a reasonable start-up period. If such a delay lasts longer than four months, the Buyer is entitled to withdraw from the contract. Statutory rights of withdrawal remain unaffected.

(5) The Buyer is obliged to accept the purchased item. If the Buyer is in default of acceptance, we are entitled to claim compensation for the resulting damage.

(6) Minor and insignificant changes by the manufacturer to the construction, shape or colour design as well as changes to the scope of delivery during the delivery period are reserved, provided these changes are reasonable for the Buyer considering our interests. Explicitly agreed quality agreements and unreasonable changes and deviations for the Buyer are excluded.

(7) In the case of call-off orders, we are entitled to procure the material for the entire order quantity immediately after order placement. Changes to the order by the Buyer after order placement can only be considered if expressly agreed in writing.

§ 7 Retention of Title

(1) The purchased item remains the property of the Seller until all existing claims from the business relationship have been settled.

(2) The Buyer must treat the reserved goods with care and insure them at their own expense against fire, water and theft damage at replacement value.

(3) The Buyer is entitled to use and resell the goods subject to retention of title in the ordinary course of business. However, the Buyer may neither pledge nor assign the reserved goods as security. In the event of such resale, the Buyer assigns all claims arising from this resale up to the invoice value of the Seller’s claim to the Seller. The Seller accepts this assignment. Regardless of the authority to collect the claim themselves, the Buyer remains authorised to collect the claim after assignment. In this context, the Seller undertakes not to collect the claim themselves as long as the Buyer meets their payment obligations, no application for insolvency or similar proceedings has been filed against their assets, and no suspension of payments exists.

(4) Processing or transformation of the reserved goods by the Buyer is always carried out on our behalf. If the reserved goods are processed with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including VAT) relative to the other processed goods at the time of processing. Otherwise, the same applies to the new item created by processing as to the reserved goods.

(5) At the Buyer’s request, the Seller is obliged to release securities to which it is entitled insofar as their realisable value exceeds the value of the open claims of the Seller against the Buyer by more than 10%. If there are several securities, the Seller has the right to choose which securities to release.