Supplies and services shall be delivered, offers made and sales effected exclusively on the basis of the following Terms & Conditions. These shall be an integral part of all contracts concluded and shall also apply to all future business relations, even if they are not expressly agreed again. Upon issue of order, and upon receipt of the supply or service at latest, these Terms & Conditions of Business shall have been recognised by the Customer. Terms and conditions of business conflicting therewith or return confirmations differing therefrom will only be recognised if Pilot expressly confirms them in writing.
Written and verbal offers by Pilot shall be subject to change and be non-binding, even if they are not designated as such. Employees of Pilot shall not be entitled to make binding offers.
All prices published verbally or in writing shall be non-binding. Errors and price changes at short notice are hereby reserved. All prices shall be net plus carriage, packaging and insurance. Should the Customer be in default of payment of more than one individual account receivable, all unpaid receivables due from the Customer shall be payable immediately.
Shipping or collection shall be at the Customer’s risk. As soon as the goods have left Pilot’s store, risk shall pass to the Customer. Pilot shall insure the goods upon shipping in accordance with their value unless the Customer expressly countermands this.
All delivery deadlines shall require written confirmation. All deliveries shall be subject to the proviso that Pilot itself be supplied correctly and in good time. Part deliveries shall be permissible. Pilot shall not be culpable, even if times and deadlines have been agreed bindingly, for delays to delivery of supplies and services due to force majeur, or due to such events as make the delivery difficult or impossible, such as strikes, interruptions to business, orders by authority, difficulties of acquiring materials etc., even if they occur at Pilot’s suppliers. Acceptance of the goods as ordered and delivered shall be a cardinal duty of the Customer. Should the Customer refuse acceptance, or should he fail to make acceptance, the Customer shall be in default. Following an attempted and likewise failed delivery, Pilot shall reserve the right to claim up to 30% of the value of the order as damages. This shall be done irrespective of the possibility of proving a greater loss.
The first two deliveries shall be cash on delivery. Following the first two deliveries, Pilot will also deliver for cheque on delivery, providing Pilot’s credit insurance provides coverage in this sum. When paying in cash or by cheque, the Customer shall have a duty to obtain issue of a receipt by the carrier showing payment on delivery. This receipt must be submitted, or a legible copy issued, to Pilot upon demand; should such submission or issue be delayed, the Customer shall bear the burden of proof that payment has been made. Pilot shall not be liable for timely presentation of the cheque. Should the Customer be in default of payment, Pilot shall be entitled to require interest amounting to 3% above the discount rate of the Deutsche Bundesbank as set from time to time. Pilot may claim further damages for default. Should the Customer be in default of payment, Pilot shall be entitled to claim reminder charges of up to € 10 and to transfer the debt to a collection agency for collection. The Customer shall have a duty to pay the costs incurred in employing the collection agency. The Customer shall be entitled to retain or offset part sums only if his counterclaims have been successfully asserted at law or have been recognised by Pilot. Should the Customer’s assets suffer a significant deterioration following conclusion of contract, or should Pilot learn that the Customer has insufficient liquidity, Pilot hereby reserves the right to require a corresponding security. Should this requirement fail to be met, Pilot hereby reserves the right to withdraw from the contract. A due delivery may be delayed until the said security is submitted. The minimum order shall be € 100 in value.
Pilot hereby reserves title to the goods until all receivables due to Pilot from the customer under their business relations have been paid, including receivables due in the future under contracts concluded concurrently or later. This shall apply even if all or individual receivables due to the seller are adopted into a current account and the balance has been drawn and recognised. The Customer shall be entitled to re-sell the reserved goods in the ordinary way of business and here and now assigns all receivables due from buyers or Third Parties resulting from the such re-sale. Should reserved goods be sold not having been processed or having been processed and combined with items to which the Customer has exclusive title, the Customer assigns to Pilot here and now the receivables due under such re-sale in full. Should reserved goods, having been processed or combined, be sold together with goods not belonging to the seller, the Customer here and now assigns the receivables due under such re-sale in the sum of the value of the said reserved goods with all ancillary rights and priority over the remainder. Pilot hereby accepts this cession. The Customer shall be entitled to collect these receivables even after cession. Pilot’s right to collect these receivables itself shall not be affected hereby; Pilot hereby agrees, however, not to collect the said receivables as long as the Customer fulfils his duties of payment and other obligations in a due and proper way. Pilot may require the Customer to disclose to it the receivables so ceded and their debtors, to provide all information necessary for collection, to hand over the documents relating thereto, and to inform the debtors of the cession. Any work which the Customer may undertake on the reserved goods, and any processing thereof, shall be undertaken for Pilot, but Pilot shall incur no obligations thereunder. Should the reserved goods be processed, combined, mixed or mingled with other goods not belonging to Pilot, Pilot shall enjoy the share of joint ownership in the new entity created thereby in the proportion of the value of the reserved goods to the other processed goods at the time of processing, combination, mixture or mingling. Should the Customer acquire sole title to the new entity, the Contracting Partners hereby agree that the Customer shall grant Pilot joint title to the new entity in the proportion of the value of the processed, combined, mixed or mingled reserved goods and shall store this new entity for Pilot free of charge. Should a liability by Pilot be triggered under a bill of exchange in connection with the payment of the purchase price by the Customer, neither the reservation of title nor the receivable for goods delivery underlying such reservation shall lapse before the bill is honoured by the Customer as the drawee. Should the value of existing securities exceed by 20% the receivables to be assured, Pilot shall have a duty to release securities to this amount, should the Customer so require. To claim reservation of title, withdrawal from contract shall not be necessary.
Pilot hereby guarantees, within the terms set out in statutory regulations on guarantee, that all goods delivered by itself shall be free of material and manufacturing defects upon transfer of risk, always providing that the Customer agrees to inspect all deliveries by Pilot upon receipt to ascertain that they are defect free and in due order. Complaint must be made in writing of under-deliveries or incorrect deliveries and of obvious defects within 12 hours following receipt of delivery by the Customer. The duty of traders to make immediate complaint of defects under Section 377 of the German Commercial Code (HGB) shall not be affected hereby. This shall also apply to traders should deliveries by Pilot be demonstrably incorrect, especially if products threatened by rapid loss of value (e.g. memory components) are the subject of the delivery. These goods must be returned to Pilot immediately by an order to fetch. Damage in transport must be reported immediately to the carrier. Pilot hereby reserves the right of rectification, including repeated rectification, and of replacement delivery. Should rectification or replacement delivery fail, the Customer may reduce the price or rescind. Defects caused through inappropriate treatment or interference by the Customer or other Third Parties shall be excepted from this guarantee. In case of complaints the Customer shall have a duty to describe the defect exactly. Removal of markings, labels and other signs on the goods needed for identification shall lead to loss of claims under guarantee.
Should Customers make a claim under a manufacturer’s guarantee, Pilot shall have no duty to these customers to receive the goods involved for transmission to the manufacturer. Should Pilot receive goods in such cases in goodwill, it shall be liable to Customers only for intention and gross negligence. Pilot may return goods so received to the Customer at any time, nor shall Pilot be liable to the Customer thereby, either directly or indirectly, under the manufacturer’s guarantee commitment.
The place of fulfilment shall be Aachen. The place of jurisdiction shall be Hamburg. The customer may also be sued at the place of his registered office.
Should a provision in these Terms & Conditions of Business or a provision under other agreements be or become invalid, the validity of all remaining provisions or agreements shall not be affected thereby. In place of the invalid provisions a suitable regulation shall apply which shall approach most nearly to the invalid clause as may be allowed by law.