PEGASUS Actuators GmbH General Terms and Conditions (GTC)

Pegasus Actuators GmbH
Am Kalkofen 8
D - 61206 Wöllstadt
Germany

Tel: +49 6034 / 93 99 699
Fax: +49 6034 / 93 99 701

Mail: info [at] pegasus-actuators [dot] com ( PEGASUS Actuators GmbH)

County court: Friedberg
Commercial registry no.: HRB 7890
VAT identification No.: DE260160452
Board of directors: Mark R. Kuhmann, Peter R. Kull

Responsible for content: Pegasus Actuators GmbH

PEGASUS Actuators GmbH General Terms and Conditions (GTC)

The following GTC have originally been drawn up in German language.
In case of any discrepancies in the wording, the German version shall prevail. The English version is intended for general information purposes only.

go to www.pegasus-actuators.com/static-content/gtc-german/ for the original version.

1.0. Coverage


The following GTC are applicable to all business relations between the PEGASUS-Actuators GMBH (herein after referred to as "PEGASUS-Actuators") and its customers for the supply of goods and services.


1.1. We do not transact business relationships with private customers or consumers!

The consumer is defined as an individual person who concludes legal contracts for purposes of private and none - commercial nature, without any professional background. The GTC included in paragraph 2 apply exclusively to business customers. With concluding a contract the customer bindingly aknowledges to be a business customer, therefore we do not require a customers trading licence or the like.


2.0. GTC for Business Customers


2.1.0. Tender Documents and Tenders

Provisions which are at aberrance with these General Terms and Conditions are only effectual if they are documented by PEGASUS-Actuators. This does also apply if PEGASUS-Actuators supplies services without reservation in the cognition of the customer’s contradictory or differing General Tems and Conditions.

2.1.1. Unless otherwise marked or agreed upon, our invoices are payable net within ten days after receipt of invoice, relevant is our receipt of payment. The presentation of the PEGASUS-Actuators product range on Internet sites or catalogues presents a non-binding offer, it is not a legally binding tender.

2.1.2. The customer orders the products he wishes to acquire by transferring all the information requested. The customer’s order presents a binding tender. A contract is concluded when PEGASUS-Actuators accepts the tender. The acceptance may take the form of sending off the goods or a confirmation of the individual contract.

2.1.3. We reserve the right to provide products of identical value in quality and price to that of the tender, and might not supply at all if the products are unavailable.

2.1.4. PEGASUS-Actuators is eligible to accept a tender within of two weeks.


2.2.0. Settlement and Due Dates

Unless otherwise marked or agreed upon, payment is due in Euro within 10 days of receipt of our invoice, decisive is our receivement of payment. We herewith state that we do not allow for any cash discounts. 

2.2.1. The customer is only entitled to implement rights if his counter-claims are found to be effectual, or are undisputed and authenticated by us. The customer is only entitled to execute a right of retention if his counter-claim is related the same contract relationship.

2.2.2. Any discounts may be deducted with specific written agreement only.


2.3.0. Time of Delivery

Unless indicated otherwise, goods will normally be delivered within 12 calendar weeks after the issue date of the order confirmation, or receipt of payment.

2.3.1. Compliance with the obligation to supply goods depends upon the prompt and correct completion of the customer’s obligation. PEGASUS-Actuators reserves the right to expostulate unfulfilled contracts.

2.3.2. If the customer neglects or culpably infringes other liabilities of the order-contract, we reserve the right to demand compensation for any occurring damages, including additional expenses, we additionally reserve the right to make supplementary claims.

2.3.3. If the requirements under 2.3.2. are given, the risk of accidental destruction or - deterioration of the purchased products passes to the customer when the latter defaults as a debtor or is dishonored.

2.3.4. We are liable in compliance with the statutory assignments, given the relevant purchase contract is a fixed transaction in the sense of § 286 Section 2 No. 4 BGB or of § 376 HGB. We are also liable in compliance with the statutory assignments if the customer has the right to state that his interest in the continued fulfilment of the contract has expired due to the delay in supply on our part.

2.3.5. We are also liable in compliance with the statutory assignments if a delay in the supply is due to the deliberate or grossly negligent infringement of contract which is our obligation; we are also accountable on the part of our representatives or our agents. If a delay in supply is not due to a deliberate infringement of contract on our part, our liability to pay compensation is restricted to the characteristical foreseeable damage.

2.3.6. We are also liable in compliance with the statutory assignments if a delay in supply on our part is due to a culpable infringement of a significant contract obligation,though, in this case the liability for compensatory payments is restricted to the characteristical foreseeable damage.

2.3.7. If there is a delay in supply, we are also liable to pay compensation for each complete week’s delay as part of a general delay compensation to the amount of 3% of the value of the shipment, but with a maximum of no more than 15% of the shipment value.

2.3.8. Additional statutory rights or claims of the customer are not affected.


2.4.0. Packaging Costs and Transfer of Risk

Goods are supposed to be supplied “ex-works”, unless otherwise stated in our order confirmation.

2.4.1. On customers demand, we will effect transport insurance to cover the goods shipment; the cost of the insurance is payable by the customer.

2.4.2. For deliveries to countries outside the EU additional costs may be incurred (customs duties, import levies, border clearance costs, etc.). These additional costs must be met by the purchaser.


2.5.0. Liability

Liability for the payment of compensation in addition to that included under 2.3.4. is excluded – regardless of the legitimate nature of the validated entitlement. This applies particulary to entitlements for reimbursement of the debts at closure of the contract, to other infringements of obligations, or to tort claims for compensation concerning damage of property in compliance with § 823 BGB. Our liability for willful trading is not affected by this.

2.5.1. The limitation as indicated under 2.5.0. also applies in case the customer demands refund of needless expense in place of claiming for compensatory payments.

2.5.2. Where the liability of PEGASUS-Actuators to pay compensation is excluded or limited, the same applies to the individual liability for compensatory payments of employees and representatives of PEGASUS-Actuators.


2.6.0. Liability for Defective Goods

Entitlements on the part of the customer regarding defective products require that the latter has fulfilled his obligation to examine the goods and locate faults in compliance with § 377 HGB.

2.6.1. If a purchased product is defective, PEGASUS-Actuators reserves the right to choose whether to correct the fault or supply a new replacement. If PEGASUS-Actuators decides to correct the fault, the company must bear all expenses required for the correction, in particular: forwarding, travel, work and costs for materials, unless such costs are increased because the purchased goods were forwarded to a location other than the domicile.

2.6.2. The customer is entitled to demand diminution or withdrawal if the service fails

2.6.3. PEGASUS-Actuators is liable in compliance with the statutory assignments if the customer makes valid claims for compensatory payments due to gross or deliberate negligence, including gross or deliberate negligence on the part of our employees or representatives. If PEGASUS-Actuators is not accused of deliberate infringement of contract, the liability to pay compensation is limited to the characteristical, foreseeable damage.

2.6.4. PEGASUS-Actuators is liable in accordance with the statutory regulations if a significant contract obligation is culpably infringed; in this case the liability for compensatory payments is rectricted to the characteristical, foreseeable damage.

2.6.5. Unaffected is the liability on account of culpable injury to health, limb or life, this as well applies to compulsory liability in compliance with product liability laws.

2.6.6. If the regulations are at deviance with the aforementioned, liability is excluded.

2.6.7. Limitation for claims related to defective goods is one year, commencing with the transfer of risk.

2.6.8. The term of limitation in the case of legal recourse in accordance with §§ 478, 479 BGB is not affected, the period is five years, commencing on the date of delivery of the defective product.

2.6.9 PEGASUS-Actuators will not warrant any products which have been subjected to improper freight, handling/shipping, abuse, neglect or unauthorised repair or installation and disclaims any and all liability for the consequences resulting from the aforementioned.


2.7.0. Reservation of Title

PEGASUS-Actuators reserves title to the purchased goods until full payment relating to the contract has been received. If the customer infringes important obligations of the contract, particulary in respect of default of payment, PEGASUS-Actuators is entitled for recovery of the purchased goods. The recovery of the purchased goods by PEGASUS-Actuators constitutes the withdrawal from the contract. PEGASUS-Actuators is entitled for disposal of the purchased goods after recovery. The receipts of the disposal will be set against the customer’s indeptness – with the deduction of appropriate costs for the disposal.

2.7.1. In the case of distraint or other intervention by third parties, the purchaser must immediately inform PEGASUS-Actuators, so that PEGASUS-Actuators can petition the court in compliance with § 771 ZPO. If the third party fails to refund the legal and extra-legal costs of a petition to PEGASUS-Actuators, the customer is liable for the deficiency.

2.7.2. The customer is obliged to handle the purchased goods with condign care, particularly in consideration of adequate insurance for the purchased items to their new value at his own cost, covering damage caused by water, theft or fire until we have received full payment according to 2.7.1.Where maintenance and inspection is necessary, the customer must carry this out immediately at his own cost.

2.7.3. The customer is entitled to resell the purchased goods in the course of ordinary business, thus he thereby forfeits all claims upon PEGASUS-Actuators to the amount of the final invoice total (including VAT) which emerge from the resale, albeit the purchased items have been resold with or without additional processing. The customer is entitled to collect the debt even after withdrawal. The entitlement of PEGASUS-Actuators to call in the debt is not affected by this, nevertheless, PEGASUS-Actuators is not entitled to collect the debt if the customer fulfills his payment obligations from the receipts, does not default on his payments, and in particular if no application for a settlement or insolvency process has been initiated, or if suspension of payment is in hand. However, if this is the case, PEGASUS-Actuators can demand the customer to inform PEGASUS-Actuators of the transferred debts and their debtors, to provide information required for collection and to pass on all the related documents and to inform debtors as well as third parties of the transfer.

2.7.4. Conversion or additional processing of all purchased goods by the customer is always conducted for PEGASUS-Actuators. If the purchased goods are processed together with objects not belonging to PEGASUS-Actuators, then PEGASUS-Actuators acquires co-ownership of the new goods in the proportion of the value of the purchased goods (total invoice amount, including VAT) to the other processed objects at the time of processing. The conditions which apply to purchased items supplied under reservation equally apply to those items which are manufactured through further or additional processing.

2.7.5. If the purchased goods are invisibly incorporated into other objects which do not belong to PEGASUS-Actuators, then PEGASUS-Actuators acquires co-ownership of the new item in the proportion of the value of the purchased goods (total invoice amount, including VAT) to the other incorporated objects at the time of the incorporation. If the incorporation occurs in a way that the customer’s item is regarded to be the primary item, then it is presumed that the customer transfers a co-ownership in a reasonable proportion to PEGASUS-Actuators . The customer safeguards the resultant sole ownership or co-ownership for PEGASUS-Actuators.

2.7.6. We are obliged to release the securities due to PEGASUS-Actuators at the request of the customer if the liquidable value of the securities exceeds the secured debts by more than 10%; we reserve the right to select the securities to be released.


2.8.0. Data Protection

PEGASUS-Actuators collects and personal data for the purpose of contract processing, and will pass these data on to third parties if necessary for this purpose. The customer agrees to the collection, processing and use of his personal data.

2.8.1. The contract text is stored, and can be seen by the customer on our side after. The customer is entitled to cancel or deny his approval of the use and / or processing of his data at any time by informing: PEGASUS-Actuarors GmbH, Am Kalkofen 8, 61206 Wöllstadt, Germany. After receipt of a denial or cancellation, the relevant data will no longer be processed or used.


2.9.0. Jurisdiction and Domicile

The jurisdiction is the place of business of PEGASUS-Actuators, nevertheless we reserve the right to file an action against the customer at the court of his place of residence.

2.9.1. Legal relationships of the parties shall be governed by German law with exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods.

Copyright © 2008, Fa. PEGASUS-Actuators GmbH, 01.01.2008