PEGASUS Actuators GmbH General Terms and Conditions (GTC)

Pegasus Actuators GmbH
Am Kalkofen 8
D - 61206 Wöllstadt

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, Christopher Kiesewetter

Responsible for the content: Pegasus Actuators GmbH

General Terms and Conditions (GTC)

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.

1.0. Coverage

The following GTC are applicable to all business relations between the PEGASUS-Actuators GMBH (herein after referred to as "PEGASUS") 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 herein apply exclusively to business customers. With concluding a contract the customer bindingly acknowledges to be a business customer, therefore we do not require a customers trading licence or the like.

2.0 Acceptance

Any order to purchase goods from PEGASUS will be in accordance with and expressly limited to the terms of this quotation notwithstanding any prior writing, usage of trade, course of dealing, or conflicting terms in the buyer's order to the contrary. Acceptance by buyer of delivery constitutes buyers acceptance of these General Terms and Conditions.

3.0 Title

Title is to remain with PEGASUS until the full purchase price is paid.

4.0 Time of Delivery

PEGASUS will attempt to meet buyer delivery date requirements within quoted lead times. Due to the proprietary nature and high quality specifications of our products forces beyond our control may negatively affect availability of products for shipment. Accordingly, PEGASUS does not accept any responsibility for claims of damages due to late delivery. Additionally, buyer's bankruptcy or failure to abide by credit terms – PEGASUS may at its option - hold the shipment.

5.0 Shipping, Insurance,Packaging Costs and Transfer of Risk

All shipment commissioned by PEGASUS are EXW and will be performed by UPS or FEDEX exclusively including insurance for risk of loss or damage to the goods during shipping, packing and customs handling. We accept the customers own shipping agent at an additional handling charge.

6.0 Modification or Cancellation of Orders

PEGASUS will give consideration to any request of the buyer for modification or cancellation of its order, but the order may not be modified or cancelled without the written consent of PEGASUS. Cancellations may be accepted by PEGASUS upon compensation for work or services in-process, including raw material, components and finished goods. As appropriate, buyer will reimburse PEGASUS for unearned quantity discounts if quantities are reduced. Agreement by PEGASUS to modify an order does not constitute an agreement to change these General Terms and Conditions.

7.0 Suitability

Unless PEGASUS is granted full access to the relevant data and information regarding the application and the conditions of use, it is incumbent on the customer / purchaser to ensure the suitability of a PEGASUS product for a specific application by means of appropriate evaluation measures and tests. PEGASUS is not liable for damage caused by improper use of its products. An improper use of our products is also present if the user/customer takes no or inadequate constructive or technical measures to prevent a total failure of the application in the event of failure of a PEGASUS product.

8.0 Warranty

PEGASUS is proud to warrant that all it´s products are free from defect in design, workmanship and materials and that they conform to any applicable specifications, drawings or approved samples. Our products will only operate as well as the systems in which they are installed. We therefore expect the buyers of our products to be responsible for the proper design and fabrication of the systems in which our products are used. To assist our customers, we maintain a staff of sales engineers that can recommend the proper PEGASUS products and develop related maintenance managements, inspection and overaul plans to satisfy a particular system requirement.

Should any PEGASUS product not satisfy this warranty, we will promptly repair or replace it within a two (2) year period or the product's published cycle life, whichever is less, without responsibility for indirect, consequential or punitive damages, provided the product was used for its intended purpose, and in its intended environment. This constitutes the exclusive remedy available to the buyer. PEGASUS disclaims any warranty for merchantability or fitness for a particular purpose.

9.0 Terms of Payment

A separate invoice including the particular payment terms will be issued for each shipment. If any payment due hereunder is not made on the date that it is payable, in accordance with the terms hereof, buyer agrees to pay all costs of collection, including without limitation, reasonable attorneys' fees and interest of 1.5% per month. The acceptance of late payment does not constitute a waiver of this paragraph on subsequent invoices.

10.0 Limitation of Liability

PEGASUS is only liable for gross intent or negligence as well as for slight negligence in case of breach of essential duties whose restriction would jeopardize any contractual purpose or whose observance creates the conditions for a correct fulfillment of the contract (so-called "cardinal obligations"). As far as we are liable for slight negligence, the liability of PEGASUS GmbH is limited to the contractually typical, foreseeable damage. In case of slight negligence, PEGASUS GmbH shall not be liable for indirect damage, consequential damage or loss of profit, unless such damage was foreseeable. Claims for compensation become statute-barred after two years from the time at which the claimant has gained knowledge of the damage, but no later than three years after the date of the damage event regardless of the knowledge. This does not apply to claims for damages based on intent or gross negligence. The regulations apply (subject to the following sentence) to all claims for damages irrespective of their legal basis, including claims for tort and negligence in contract negotiations; They apply accordingly to claims against our employees or agents. Liability under the Product Liability Act for damages resulting from injury to life, limb or health, for a defect after assuming a guarantee for the condition of the object as well as for fraudulently concealed defects shall remain unaffected.

11.0 Production Preparation Charges

PEGASUS offers a wide range of off-the-shelf components to help designers find the solution to their projects. For a non-standard component, PEGASUS is pleased to design and manufacture variations to our standard components on a prototype basis and for future production.

Our policy for Specially Fabricated Parts is as follows:

11.1 At the time an order is placed for such a non standard product, a Production Preparation Charge (PPC) will be billed to the buyer. This charge is usually non- recurring and includes the partial costs of design, manufacturing, testing, associated drawings, tooling, manufacturing procedures, and other expenses necessary for development of a special component.

11.2 The design of such special products, as well as all drawings and tooling, will be the property of PEGASUS.

11.3 Changes in the original part specification could result in extra charges.

12.0 Proprietary Rights

PEGASUS retains all proprietary rights and the exclusive right to manufacture the products quoted. Unlimited rights, as described in DAR 7-104.9(b), are not transferred to the buyer.

13.0 Returns

No returns will be accepted without PEGASUS authorization.

14.0 Pricing

Our prices apply to shipments that occur within one (1) year after receipt of order. The indicated prices are valid for 30 days from the offer.

15.0 Delivery Dates

PEGASUS will attempt to meet buyer delivery date requirements within quoted lead times. Due to the proprietary nature and high quality specifications of our products forces beyond our control may negatively affect availability of products for shipment. Accordingly, PEGASUS does not accept any responsibility for claims of damages due to late delivery. Additionally, buyer's bankruptcy or failure to abide by credit terms – PEGASUS may at its option - hold the shipment.

16.0 Drawings

PEGASUS standard products are manufactured in accordance with engineering drawings, specifications and processes that are defined and selected by PEGASUS. PEGASUS is not obligated to verify that standard products are in exact accordance with any specifications or drawings issued by other parties. For parts designed specifically for an application or if buyer references their part number on their purchase order, buyer will supply all required drawings and documentation in a timely manner. Lead times do not begin until buyer has completed this process.

17.0 Website

The dimensions and configurations mentioned in our website are for reference purposes only and may be updated at any time. Current inspection drawings are available.

18.0 Default

The occurrence of any of the following events shall constitute a default:

18.1 Insolvency or committing any act of bankruptcy or make a general assignment for the benefit of creditors, or if any proceeding is instituted by or against it for any relief under any bankruptcy or insolvency laws, or if a receiver is appointed for or a writ or order of attachment of government is made or issued against or if any proceeding or procedure is commenced or any remedy supplementary to or in enforcement of a judgment is employed against or with respect to any property of buyer;

18.2 Termination or suspension of transaction of the usual business of the buyer.

19.0 Remedies Upon Default

If buyer fails to perform as specified herein, or if any event of default as defined in the foregoing paragraph shall occur,

PEGASUS may at its option deem the order cancelled, cease further work on the goods sold hereunder and buyer shall upon written notice by PEGASUS,

immediately pay PEGASUS the measure of damages set forth in the paragraph hereof entitled "Modification or Cancellation of Orders".

20.0 Waivers of or Modifications to Terms and Conditions

Modification of our General Terms and Conditions can only be authorized, in writing, by a director of PEGASUS.

Any agreed upon waiver does not constitute ongoing acceptance of the waiver unless specifically requested and agreed to.

21.0 Entire Agreement

These General Terms and Conditions are the sole and entire General Terms and Conditions governing transactions between PEGASUS and the buyer.

Any purchasing Terms and Conditions issued by buyer are not applicable and not agreed to by PEGASUS, unless accepted in accordance with the paragraph labeled Waivers of or Modifications to our PEGASUS General Terms and Conditions.

22.0 No Assignment

Buyer can not assign its rights hereunder to any third party.

23 Data Protection

We are entitled to process for the purposes of the business relationship or in connection with this received data about the supplier, customer or distributor, whether they come from the same or from third parties, for their own purposes in accordance with the Federal Data Protection Act. Claims for damages based on the handling of such data are excluded as far as legally permissible.

PEGASUS stores the personal data for order processing and passes them on to third parties for this purpose if necessary. The supplier, customer or distributor expressly agrees to this collection, processing and use of personal data.

The contract text is recorded and saved. It can also be viewed after conclusion of the contract. The supplier, customer or distributor may object to the above-mentioned use and / or processing of his data at any time by notification to: PEGASUS-Actuarors GmbH, Am Kalkofen 8, D-61206 Wöllstadt, Germany or revoke his consent. Upon receipt of the objection or revocation, the relevant data will no longer be used and / or processed.

24.0 Foreign disputes

Any contract with PEGASUS with shall be governed by and interpreted in accordance with the laws of England. In the event of a dispute between the parties and after initial attempts to resolve matters internally at a project level and then through a route of escalation with the senior representatives of the parties, the parties agree to seek resolution through an independent arbitration process which shall be conducted under the rules of International Chamber of Commerce in United Kingdom appointed jointly by the parties. The language of the arbitration shall be in English and shall be conducted in London.

25.0 Domestic disputes

The jurisdiction is the place of business of PEGASUS, nevertheless we reserve the right to file an action against the customer at the court of his place of residence.
Legal relationships of the parties shall be governed by German law.

26.0 Confidentiality Agreement

Neither party shall disclose the terms and conditions of this Agreement or the pricing contained therein to any third party except as required by applicable law, rule, or regulation. Provided, however, that either party may disclose such terms, conditions or pricing to legal, accounting and professional advisors bound by formal ethical or fiduciary duties requiring such advisors to treat, hold and maintain such information in accordance with the terms and conditions of this Agreement.

27.0 Severability

If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Copyright © 2019, PEGASUS-Actuators GmbH, 22.01.2019