General Terms and Conditions of Sale and Service of PCR Engineering
In case of doubt, the German version of the GTC shall apply.
General Terms and Conditions of PCR Engineering GmbH (PCR)
1. Scope of application
- The following General Terms and Conditions (hereinafter referred to as GTC) shall apply exclusively to all deliveries and services of PCR. Any deviating or additional terms and conditions of the client shall not be recognized by PCR, unless PCR has expressly agreed to their validity in writing. The General Terms and Conditions of PCR shall also apply if PCR carries out the delivery or service to the client without reservation in the knowledge that the client's terms and conditions are contrary to or deviate from its General Terms and Conditions. These GTC shall apply to all business relations between PCR and its business partners and clients, provided that the client is an entrepreneur within the meaning of Section 310 para. 1 of the German Civil Code (§310 Abs. 1 BGB). By placing an order for the first time on the basis of these GTC, the client shall also accept the terms and conditions as agreed for all further contractual relationships in the respective current version.
2. Scope and execution of services
- Compliance with PCR's performance obligations shall be subject to the timely and proper fulfillment of the client's obligations.
- Dates and deadlines for deliveries and services shall only be binding if they have been agreed and confirmed in text form by PCR.
- The client shall provide PCR in due time with all the necessary documents, such as drawings, plans, calculations and certificates, shall ensure that the necessary permits and approvals are obtained, shall provide order-related information at any time and shall make the necessary preparations for testing before the tests commence, i.e. in particular shall make the test objects accessible. If the client fails to comply with these obligations despite the setting of a deadline by PCR, PCR shall be entitled to terminate the contract and to claim damages for non-performance.
- PCR shall have the right to have the services owed by it performed by a subcontractor selected by it and deemed suitable by it.
3. Prices / Terms of payment / Retention of title
- Unless expressly agreed otherwise, invoices issued by PCR shall be due and payable without deduction within a period of 14 days after receipt. In the event of default in payment, the legal requirements shall apply.
- The client shall only be entitled to set-off and retention on the basis of counterclaims if these are undisputed, have been legally established or have been acknowledged by PCR.
- PCR shall retain title to all documents, expert opinions, plans and goods supplied until all claims for payment against the client which have already arisen at the time of delivery have been satisfied in full.
4. Termination of contracts
- If circumstances arise during the execution of the contract, which could not have been foreseen at the time when the offer was made in text form or when the order confirmation was issued in text form, even when exercising due care customary in the industry, and which make it unreasonable for PCR to adhere to the contract, PCR shall be entitled to refuse to provide further services and to terminate the contract concluded with the client for cause. In this case PCR shall be entitled to remuneration for the services rendered up to the time of termination. The statutory rights of termination of both parties shall remain unaffected.
5. Rights in case of defects
- PCR shall perform its services in accordance with the generally accepted rules of technology at the time of commissioning and with due care customary in the industry. Subject to the provision under 5, in the event of defects the client may only demand subsequent performance, whereby PCR may, at its discretion, remove the defect or provide the service again.
- The claim for subsequent performance must be asserted by the client/buyer in text form.
- The client/buyer shall only be entitled to a reduction in price or to withdraw from the contract if subsequent performance fails or is impossible for other reasons. A claim for damages exists only under the conditions regulated in 6. below.
6. Liability and compensation
- PCR shall only be liable without limitation in the case of intentional or grossly negligent breaches of duty and in the case of claims for injury to life, body or health.
- Otherwise, liability for damage to property and financial loss shall be limited to a sum of EUR 1.5 million.
- Any personal liability of PCR's vicarious agents towards the client, irrespective of the legal basis, shall be limited to intentional and grossly negligent acts; this limitation shall not apply to damage resulting from injury to life, body or health.
7. Processing of data of the client
- Information on the handling of personal data is available at: https://pcr-eng.com/en/privacy
8. Protection of work results / publications
- Insofar as PCR, within the scope of its assignment (e.g. preparation of an expert opinion), creates any assignment results that are copyrightable or otherwise protectable under ancillary copyright, trademark law, design law or any other protective right and/or other assignment results, PCR shall grant the client the simple, non-exclusive rights of use to the submitted assignment results for the purpose for which the assignment results are intended in accordance with the agreement.
- The publication, duplication and/or dissemination of assignment results (e.g. expert opinions, certificates, trademarks of PCR), in whole or in extracts, for advertising and other business purposes of the client shall require the prior written consent of PCRE. This shall not apply insofar as these actions are covered by the agreed, intended purpose of the order.
9. Final provisions / place of performance / place of jurisdiction / applicable law
- The transfer of rights and obligations of the client arising from the contract with PCR to third parties shall require the prior consent of PCR in text form.
- The registered office of PCR shall be the place of performance for both contracting parties, unless the parties expressly agree otherwise. If the client is a registered trader, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for both parties shall be Osnabrueck.
- The legal relations between PCR and the client shall be governed exclusively by the law of the Federal Republic of Germany.
- Should individual provisions of these General Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case the parties shall be obliged to agree on a provision which is economically close to the invalid provision. This shall also apply in the event of a loophole.