General Terms and Conditions (GTC)

PCP GmbH
As of June 2026

1 Scope

(1) These Terms and Conditions apply exclusively and only to business entities, legal entities under public law, or special funds under public law as defined in Section 310(1) of the German Civil Code (BGB). We will recognize any terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions only if we expressly agree to their validity in writing.

(2) These Terms and Conditions also apply to all future transactions with the customer, provided that such transactions are of a similar nature.

2 Offer and Conclusion of Contract

If an order is to be considered an offer pursuant to § 145 of the German Civil Code (BGB), we may accept it within two weeks.

3 Documents Provided

We reserve all rights of ownership and copyright in all documents provided to the purchaser in connection with the placement of the order, such as cost estimates, technical specifications, data sheets, and drawings. These documents may not be made available to third parties unless we provide the purchaser with our express written consent. If we do not accept the purchaser’s offer within the time limit specified in § 2, these documents must be returned to us immediately.

4. Prices and Payment

(1) Unless otherwise agreed in writing, our prices are ex works, excluding packaging and shipping, and plus value-added tax at the applicable rate. Packaging and shipping costs will be billed separately.

(2) Payment of the purchase price must be made exclusively to the account listed on the reverse side. A discount may be applied only if specifically agreed to in writing.

(3) Unless otherwise agreed, the purchase price is due within 10 days of placing the order. The goods will be shipped upon receipt of payment.

(4) Unless a fixed-price agreement has been made, the Company reserves the right to make reasonable price adjustments due to changes in labor, material, and distribution costs for deliveries made 3 months or more after the conclusion of the contract.

5 Set-off and Rights of Retention

The purchaser is entitled to set off claims only if its counterclaims have been legally established or are undisputed. The purchaser is authorized to exercise a right of retention only to the extent that its counterclaim is based on the same contractual relationship.

6 Delivery Time

(1) The Delivery Time we specify begins only after the customer has fulfilled its obligations in a timely and proper manner. We reserve the right to raise the defense of non-performance of the contract.

(2) If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damages incurred by us in this regard, including any additional expenses. We reserve the right to assert further claims. Provided the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the buyer at the time the buyer falls into default of acceptance or payment.

7 Transfer of Risk Upon Shipment

If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon shipment to the customer, or at the latest when the goods leave the factory or warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the shipping costs.

8 Retention of Title

(1) We reserve title to the delivered goods up to the point that all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly invoke this right. We are entitled to take back the purchased goods if the buyer acts in breach of contract.

(2) The purchaser is obligated to treat the purchased item with due care as long as ownership has not yet been transferred to him. In particular, he is obligated to insure the item at his own expense against theft, fire, and water damage at replacement value. If maintenance and inspection work is required, the purchaser must carry it out in a timely manner at their own expense. As long as title has not yet passed to the purchaser, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.

(3) The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business. The purchaser hereby assigns to us, in advance, the buyer’s claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed upon with us (including value-added tax). This assignment applies regardless of whether the purchased goods were resold as is or after processing. The purchaser remains authorized to collect the receivable even after the assignment. Our authority to collect the receivable ourselves remains unaffected. However, we will not collect the receivable as long as the buyer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no petition for the opening of insolvency proceedings has been filed or payments have been suspended.

(4) Any processing, treatment, or transformation of the purchased item by the purchaser shall always be carried out in our name and on our behalf. In this case, the purchaser’s right to the purchased item shall continue to apply to the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of commingling. If the mixing is carried out in such a way that the purchaser’s item is to be regarded as the principal item, it is deemed agreed that the purchaser transfers proportional co-ownership to us and holds the resulting sole ownership or co-ownership in safekeeping for us. To secure our claims against the purchaser, the purchaser also assigns to us any claims that arise against third parties as a result of the integration or installation of the goods subject to retention of title into third-party equipment, systems, or devices; we hereby accept this assignment in advance.

(5) We agree to release the security to which we are entitled at the customer’s request, to the extent that its value exceeds the claims to be secured by more than 20 percent.

9 Warranty, Notification of Defects, and Right of Recourse/Claims Against the Manufacturer

(1) The purchaser’s warranty rights are contingent upon the purchaser having duly fulfilled its obligations to inspect the goods and give notice of defects pursuant to § 377 HGB.

(2) Claims for defects expire 12 months after the goods we have delivered have been received by our customer. Our consent must be obtained before any goods are returned.

(3) If, despite all due care, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, we will, subject to a timely notice of defects, at our discretion either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse remain unaffected by the foregoing provision without restriction.

(4) If the remedy fails, the customer may—without prejudice to any claims for damages—withdraw from the contract or reduce the payment.

(5) Claims for defects shall not apply in the event of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive strain, unsuitable operating materials, defective installation or assembly, an unsuitable technical infrastructure or operating environment, or due to specific external influences (e.g., electrostatic discharge, power surges, or electromagnetic interference) that are not provided for in the contract.

If the purchaser or a third party performs repair work or modifications improperly, no claims for defects may be asserted with respect to such work or modifications or the resulting consequences.

(6) Claims by the purchaser for expenses incurred in connection with subsequent performance—in particular, transportation, travel, labor, and material costs—are excluded to the extent that such expenses increase because the goods we delivered were subsequently moved to a location other than the purchaser’s place of business, unless such relocation is in accordance with the goods’ intended use.

(7) The purchaser’s right of recourse against us shall exist only to the extent that the purchaser has not entered into any agreements with its customer that go beyond the mandatory statutory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the purchaser’s right of recourse against the supplier.

10 Miscellaneous

(1) This contract and all legal relationships between the parties are governed by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and the exclusive venue for all disputes arising from this contract is our registered office, unless otherwise specified in the order confirmation.

(3) All agreements made between the parties for the purpose of performing this contract are set forth in writing in this contract.

(4) Should any provision of this contract be or become invalid, or should it contain a loophole, the remaining provisions shall remain unaffected.