General terms and conditions of Physical Software Solutions GmbH,
Pfaffenkamer Straße 5 , 82541 Münsing, Germany
As of February 1st, 2016
1. Contract content
The offers, deliveries and services of Physical Software Solutions GmbH (hereinafter referred to as PSS) are based exclusively on these General Terms and Conditions of Business and Delivery. They shall therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions shall be deemed to have been accepted at the latest upon the implied acceptance of an offer or upon placing an order with PSS. Contractor's acknowledgements referring to his own terms and conditions are hereby rejected. Deviations from these general terms and conditions are only effective if they have been confirmed by PSS in writing. Offers are in principle subject to change without notice and non-binding unless a binding period has been stated in writing in the offer. A legally binding contract is only concluded with the written order confirmation. Supplementary agreements, in particular assurances and changes to the contract, are only binding if they have been confirmed in writing. The granting of rights of use for PSS-software, the implementation of modification requests and the fulfilment of support services, consulting activities and individual orders are subject to specific offers prepared by PSS and the resulting contracts.
Deliveries and services shall be made at the prices and conditions of the written agreements. The prices stated therein are binding. The value added tax applicable at the time of invoicing shall be added to these prices. Should there be more than three months between the submission of an offer and placing an order, PSS shall be entitled to adjust the price for its products or services to the higher expenses arising in the meantime.
3. Terms of payment
Unless agreed upon differently, payments are due without any deductions. Payments shall be made either by bank transfer to one of the accounts specified or by direct debit. The actual, final and irrevocable credit entry on PSS's account is decisive for the payment receipt. A default of payment occurs according to § 286 Abs. 3 BGB with money debts without reminder 30 days after receipt of invoice. If the customer is in default of payment, they shall pay interest on the invoice amount in accordance with § 288 BGB (German Civil Code) at a rate of 5 %, in the case of legal transactions without consumer participation at a rate of 9 % above the base interest rate for default interest valid at the time. For dunning level 2, an additional dunning charge of 5 EUR is due, and for dunning level 3, 10 EUR. As of the second dunning level, delivery is suspended immediately. We reserve the right to assert further claims for damages caused by delayed payment. The customer may only offset counterclaims recognised by PSS in writing or legally bindingly ascertained counterclaims or assert a right of retention on the basis of these claims.
The appointments and deadlines stated by PSS are non-binding unless expressly agreed otherwise in writing. Compliance with a binding agreed deadline requires the timely fulfilment of the contractual obligations of the client. In the event of delays in delivery and services due to force majeure and events which make PSS's deliveries or the execution of services considerably more difficult or impossible, PSS shall not be obliged to meet bindingly agreed deadlines.
5. Extended retention of title
Delivered goods remain the property of PSS until all claims arising from the respective order have been fulfilled. The extended retention of title applies.
6. Data protection
Unless expressly agreed otherwise in writing, the information provided by PSS shall be deemed confidential. Data that PSS employees come to know in the course of the business relationship is also considered confidential.
PSS does not guarantee the suitability of the goods delivered or services rendered for a specific purpose, unless otherwise agreed in writing. The customer must notify PSS of defects immediately after discovery. PSS provides warranty by subsequent rectification of defects. Warranty claims exceeding this are excluded. The right to conversion or reduction of the purchase price is only valid if the rectification of defects has failed. The rectification of defects shall be deemed to have failed if an acknowledged defect has not been rectified within a specific period of at least one month. Warranty claims against PSS are only available to the direct customer and are not transferable.
8. Final provisions
No rights arising from the contractual relationship between PSS and a client shall be transferable in whole or in part without mutual consent, with the exception of pure monetary claims. The law of the Federal Republic of Germany shall apply to these terms and conditions and all legal relationships with PSS. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply. To the extent permitted by law, Munich shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Should any provision of these General Terms and Conditions of Business be or become invalid, this shall not affect the validity of all other provisions or agreements.