Puentes Limited – General Terms and Conditions (GTC)
1. General Provisions
1.1 Scope
These General Terms and Conditions (the “GTC”) apply to all offers, orders, deliveries, and services provided by Puentes Limited (hereinafter “Puentes”). They also apply to all future business relationships, even if not expressly agreed again.
1.2 Loyalty of Customer’s GTC
Any terms and conditions of the Customer that conflict with these GTC are not accepted, neither expressly nor tacitly or by omission of objection, unless Puentes has expressly agreed to them in writing in a particular case.
1.3 Formation of the Contract
Offers are non-binding and subject to change. A contract is formed only by written confirmation of the sale or delivery of the goods.
1.4 Amendments and Side Agreements
Any amendments, variations, secondary agreements, or oral agreements require our written confirmation to be effective.
1.5 Binding Effect of the Customer’s Order
The Customer is bound by its order.
2. Prices
2.1 Basis of Prices
All prices stated in Puentes’ price lists, offers, order confirmations, and delivery notes are net, plus the applicable statutory value-added tax (VAT) visible thereon.
2.2 VAT Included
The VAT shown at the time of order is included in the consideration.
2.3 Price Adjustments
In the event of cost increases (e.g., wages, material costs) for transactions with traders and those treated as such, Puentes may adjust prices if more than six weeks elapse between contract conclusion and agreed delivery date.
2.4 Special Rule for §24 AGBG
If the Customer is not subject to §24 AGBG, the following applies: between contract conclusion and delivery date, more than four months must elapse. In this case, the Customer may withdraw from the purchase agreement within one week after becoming aware of the price adjustment if the price adjustment exceeds 30% of the net purchase price.
3. Payment Terms
3.1 Payment Due Date
Payment of the purchase price is due no later than 30 days after the invoice date, unless otherwise agreed, to Puentes’ account.
3.2 Cash Payments by Field Staff
Field sales personnel are not authorized to accept payments.
3.3 Set-off and Retention
The Customer may only withhold or offset against counterclaims that are legally established or undisputed.
3.4 Bills of Exchange
Bills of exchange are accepted only by special agreement, subject to discountability. Value is credited on the day the equivalent value is available to Puentes. Discount charges, stamps, taxes, and collection fees are borne by the Customer and are due immediately unless otherwise agreed.
4. Default
4.1 Immediate Due Date
If the Customer is in default with any payment obligation, all Puentes’ claims become due immediately, regardless of term of any accepted or kept bills.
4.2 Default Interest
In such cases, Puentes may charge default interest of 3% above the base rate, at least 6% per annum.
4.3 Further Remedies
In the event of default or in case of circumstances affecting the Customer’s creditworthiness, Puentes may demand prepayment or security for outstanding deliveries and terminate or claim damages for non-performance.
4.4 Lump-Sum Damages
In all cases where damages for non-performance are asserted, Puentes may claim a lump-sum damages of 20% of the net purchase price, without prejudice to the Customer’s right to prove that a lesser amount of damage occurred.
5. Retention of Title
5.1 Retention of Title
All goods delivered remain the property of Puentes until full payment of the purchase price and until all current and future
obligations from the business relationship are fulfilled.
5.2 Customer’s Right to Resell
The Customer may resell the goods in the ordinary course of business. A normal course of business is not present if the Customer’s receivables from a resale are assigned to third parties.
5.3 Custody and Liability
The Customer holds the goods in trust for Puentes and bears full liability for loss and deterioration, including for its representatives and agents. If a retention of title exists, the Customer assigns all claims for damages against third parties arising from damage to the subject matter to Puentes in the amount of the outstanding purchase price.
5.4 Release of Collateral
If the value of the collateral exceeds Puentes’ claims by more than 20%, Puentes may, at its discretion, release collateral on request.
5.5 Third-Party Access
In case of third-party access to Puentes’ goods or assigned claims, Puentes must be notified immediately.
5.6 Rightful Action upon Breach
If the Customer violates the duties of care or fails to comply with other provisions, Puentes may revoke the right to resell the goods and demand the return of the goods at the Customer’s expense.
6. Delivery Time
6.1 Binding Delivery Deadlines
Delivery deadlines are binding only if expressly confirmed in writing. The deadline is met when the delivery item leaves Puentes’ warehouse or the supplier’s plant or when dispatch readiness is communicated.
6.2 Force Majeure etc.
In case of strikes, force majeure, late self-supply by a supplier or unforeseen obstacles beyond Puentes’ control, the delivery time will be extended accordingly.
6.3 Liability for Delays
Puentes is liable for delays only in cases of willful misconduct or gross negligence.
6.4 Right to Withdraw after a Deadline
If Puentes fails to perform after a reasonable grace period of at least one month, the Customer may withdraw from the contract after expiry of the grace period.
6.5 Shipping and Destination
Delivery worldwide by a logistics provider chosen by Puentes to the Customer’s specified address.
6.6 No Stock
Puentes does not maintain stock; products are ordered from the manufacturer after receipt of the order.
6.7 Usual Delivery Time
EU: approx. 10–20 business days after payment; outside EU similar, depending on suppliers.
6.8 Notification of Delays
Customer will be informed promptly by email of any deviations or delays.
6.9 Ongoing Force Majeure Effects
Delays due to force majeure or supplier issues remain subject to extension.
7. Shipping and Risk Transfer
7.1 Risk Transfer
Risk passes to the Customer upon handover to a carrier or when leaving Puentes’ premises.
7.2 Shipping Delays Not Attributable to Puentes
If shipping is delayed for reasons not attributable to Puentes, risk passes on the day readiness for shipment.
7.3 Customer-Attributed Delays
If shipping is delayed due to Customer-caused reasons, Puentes may charge storage costs from day 7 after readiness and may resell the item if necessary.
7.4 Acceptance
Delivered items must be accepted; partial deliveries are permitted.
7.5 Transport Damage
Report obvious transport damage to the carrier immediately and contact Puentes promptly.
7.6 Warranty Claims
Failure to file a claim does not affect statutory rights; Puentes will assist in asserting claims against carrier/insurer.
8. Warranty
8.1 Basic Warranty
Unless otherwise agreed in writing, for defects Puentes may, at its option, provide replacement or repair within a reasonable period.
8.2 Waiver of Additional Warranties
Only statutory warranties apply; other warranties are excluded where allowed by law.
8.3 Beginning of Warranty
Warranty claims generally expire 12 months after delivery unless otherwise provided by law.
8.4 Consumer vs. Commercial
No restriction for consumers; for commercial buyers, shortened warranty periods may apply where legally permissible.
9. Liability
9.1 Intent and Gross Negligence
Puentes is liable for intentional misconduct and gross negligence without limit.
9.2 Slight Negligence
Liability for slight negligence is limited to typical, foreseeable damages up to the net purchase price.
9.3 Exclusions
Liability for lost profits, indirect damages, and consequential damages is excluded to the extent permitted by law.
10. Data Protection
10.1 Purpose
Personal data are processed for contract execution.
10.2 Legal Basis
Processing is based on contract necessity or legal requirements.
10.3 Disclosure
Disclosure to third parties occurs only to the necessary extent for order processing (e.g., logistics providers).
11. Final Provisions
11.1 Severability
If any provision is or becomes unlawful, the remainder remains in effect; the invalid provision should be replaced by a lawful regulation closest to economic purpose.
11.2 Governing Law and Jurisdiction
Governing law is the law of the country where Puentes is headquartered. Jurisdiction is the place of Puentes’ registered office, where legally permissible.
11.3 Amendments to GTC
Puentes may amend these GTC at any time. Changes are communicated to the Customer and become effective if the Customer does not object within 30 days.
11.4 Language
The contract language is English. If translations exist, the German original prevails.
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