General Terms and Conditions (GTC)

Download GTC as pdf

Status: 02/2025

The General Terms and Conditions in German are decisive for business transactions between the parties. The English
version is a non-binding translation.

I. Scope of Application, Conclusion of Contract, Proprietary Rights/Copyrights and Confidentiality

  1. All deliveries and services of PSL Systemtechnik GmbH (hereinafter: PSL) are provided exclusively on the basis of these General Terms and Conditions (hereinafter: GTC) and any separate individual agreements with the customer.
  2. Terms and conditions of the Customer or third parties shall not become part of the contract, even if PSL does not separately object to their validity in individual cases. Even if PSL refers to a letter containing or referring to the Customer’s or third party’s terms and conditions, this shall not constitute consent to the validity of such terms and conditions.
  3. These terms and conditions shall also apply to all future contractual relationships, deliveries and services between PSL and the Customer (PSL and Customer hereinafter together: contracting parties), even if they are not expressly agreed again.
  4. All offers made by PSL are subject to confirmation and non-binding. In the absence of a special agreement, a contract shall come into existence with the written order confirmation of PSL. The scope and prices of deliveries or services shall be determined exclusively by PSL’s written order confirmation.
    5. PSL reserves all property rights and copyrights to its samples, drawings, models, tools, cost estimates and all information
    of a physical and non-physical nature (including in electronic form) made available to the Customer.
    The Customer shall not, without PSL’s prior consent, make these items as such or their contents available to third parties, disclose them, use them itself or through third parties, or reproduce them. If the order is not placed, these items shall be returned to PSL immediately upon request.
  5. The contracting parties undertake to keep secret all commercial or technical details which are not in the public
    domain and which become known to them through the business relationship and not to disclose them to third
    parties, unless there is a legal obligation to disclose them. If one of the contracting parties realizes that Information/documents to be kept secret has come into the possession of a third party or has been lost, it shall inform the other contracting party of this immediately. PSL reserves the right to take legal action in the event of breaches of confidentiality, secrecy, and similar obligations.

II. Prices, Offsetting and Retention

  1. Unless otherwise agreed in individual cases, prices are ex works plus packaging, transport, insurance, customs and other ancillary costs. Value added tax at the applicable statutory rate shall be added to the prices.
  2. The Customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that his counterclaims are undisputed or have become res judicata.
  3. Invoice amounts are payable within 14 calendar days without any deduction, unless otherwise agreed in writing.
    The date of receipt by PSL shall determine the date of payment.

III. Retention of title

  1. Goods delivered by PSL to the Customer (hereinafter: reserved goods) shall remain the property of PSL until all claims of PSL against the Customer arising from the business relationship have been fulfilled.
  2. The Customer may resell the goods subject to retention of title in the ordinary course of business, but hereby assigns to PSL all resulting claims against its customers to secure PSL’s claims for payment in the amount due (including VAT); PSL accepts this assignment. This assignment shall apply irrespective of whether the reserved goods
    have been resold without or after processing. The Customer shall remain authorized to collect the claim even after the assignment. PSL’s right to collect the claim itself shall remain unaffected. PSL will not collect the claim as long as the Customer meets his payment obligations and is not in default of payment. However, this shall only
    apply as long as no application has been made to open insolvency proceedings against the Customer’s assets.
  3. The Customer may neither pledge the reserved goods nor assign them by way of security. In the event of seizure, confiscation and other dispositions or interventions by third parties, the Customer shall notify PSL immediately. If the third party is not in a position to reimburse PSL for the court or out-of-court costs incurred in this connection, the Customer shall be liable to PSL.
  4. On the basis of the retention of title, PSL can only demand the return of the reserved goods if PSL has withdrawn from the contract.
  5. If PSL withdraws from the contract due to the Customer’s breach of contract – in particular default in payment – (enforcement event), PSL is entitled to demand the return of the reserved goods. This shall also apply if an application is made to open insolvency proceedings against the Customer’s assets.

IV. Time of Performance, Delay, Partial Deliveries

  1. The time of performance results from the agreements between the parties. PSL’s compliance with this time shall be subject to the condition that all commercial and technical questions between the parties have been clarified and that the Customer has fulfilled all obligations incumbent upon him (e.g., timely submission of all information, permits or (plan) releases to be provided by the Customer; compliance with the agreed terms of payment) in due time. As long as this is not the case, the performance period shall be reasonably extended by the duration of the aforementioned hindrances plus a reasonable start-up period.
  2. PSL’s compliance with the time of performance shall be subject to PSL’s proper, faultless, and timely self-delivery,provided that PSL has concluded a congruent hedging transaction for the delivery to the Customer. PSL shall inform the Customer as soon as possible of any foreseeable delays.
  3. Unless otherwise agreed, the delivery period shall be deemed to have been met if the delivery item has left PSL’s works or is ready for collection by the time it expires.
  4. Partial deliveries are permissible if the partial delivery can be used by the Customer within the scope of the contractual purpose, the remaining delivery is guaranteed, and the Customer does not incur any significant additional work or costs as a result (unless PSL agrees to bear these costs).
  5. If the impossibility of performance or non-compliance with the time for performance is due to force majeure, labor disputes or other events for which PSL is not responsible, PSL shall not be liable. In the event of temporary impossibility, the performance period shall be reasonably extended by the period of impossibility plus a reasonable start-up period.
  6. If changes or new developments are carried out for the Customer, the Customer must accept increased performance times within a reasonable framework, provided that this is reasonable for the Customer and PSL has in formed the Customer of this in good time.
  7. If PSL is in default with a service or if a service becomes impossible for PSL, for whatever reason, PSL’s liability for damages shall be limited in accordance with Section IX of these GTC.

V. Transport and transfer of risk

  1. The place of performance for all obligations arising from the contractual relationship is Osterode, unless otherwise agreed between the parties.
  2. The goods are always transported on behalf of the Customer, unless otherwise agreed between the parties.
  3. Unless PSL has expressly undertaken to transport the goods, the risk shall pass to the Customer when the goods are handed over to the forwarder, carrier or other third party appointed to carry out the shipment (whereby the commencement of the loading process shall be decisive). This shall also apply if partial deliveries are made or if PSL has assumed other services (e.g. installation and assembly).
  4. If dispatch is delayed or does not take place due to circumstances for which PSL is not responsible or for which the Customer is responsible, the risk shall pass to the Customer on the day of notification of readiness for dispatch.
    In this case, PSL shall be entitled to compensation for the storage costs incurred as a result of the delay. The storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per week. PSL reserves the right to prove higher or lower storage costs.

VI. Trial order

If goods are supplied on a trial basis, they shall be deemed to have been purchased by the Customer if PSL does not receive them back within the agreed return period and PSL has informed the Customer of this at the latest at the beginning of the period. If no return period has been agreed, it shall be 4 weeks. The date on the delivery note is decisive. In the event of a return, the Customer shall bear the reasonable costs of transport, inspection and other costs incurred by PSL (cleaning, maintenance, repair, etc.).

VII. Installation and assembly

  1. The Customer is responsible for creating the necessary conditions for the proper installation and assembly of the delivery item at his own expense.
  2. If installation and assembly by PSL has been agreed, the emuneration for installation and assembly shall be based on PSL’s order confirmation (cf. Section I.4 of these GTC).
  3. If installation and assembly by PSL has been agreed and is delayed due to circumstances for which PSL is not responsible, the Customer shall reimburse PSL for the additional costs incurred (waiting and travel expenses, etc.).

VIII. Claims for defects

  1. Notification of defects by the Customer shall be made in writing immediately upon discovery of the defect. The Customer shall provide all information relevant to PSL for any necessary subsequent performance (e.g. symptoms of the defect, error messages, malfunction and other documentation, type and manner of use, serial number of the equipment, etc.).
  2. In the event of defects as to quality or defects in title, PSL shall be obliged, at its own discretion, to make a replacement delivery or to remedy the defect (hereinafter collectively referred to as “subsequent performance”). Replaced parts shall become the property of PSL.
  3. PSL shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, labor and material costs, insofar as these are not increased by the fact that the object of sale has been taken to a place other than the place of intended use.
  4. If a complaint proves to be unjustified, the Customer shall bear all costs incurred by PSL as a result, provided that the Customer knew or should have known that there was in fact no defect.
  5. PSL shall determine the place of subsequent performance. In principle, subsequent fulfilment shall take place at the registered office of PSL or at another place determined by PSL which serves the purpose of subsequent fulfilment. Section VIII.3. remains unaffected.
  6. Prior to remedying the defect, the Customer must remove all third-party products, accessories, ancillary products, programs, data, and storage media that are not part of the goods supplied. PSL shall not be liable for damage to items not removed by the Customer. The Customer shall properly prepare the defective item for transport and repair (clean, completely empty, in particular remove hazardous, toxic, harmful substances, activate transport safety devices, pack, etc.). Section VIII.3. remains unaffected.
  7. No warranty rights shall exist in the event of only insignificant impairment of usability; inappropriate, improper, excessive use of the delivery item that does not correspond to the intended use; violation of the conditions of use and installation; inappropriate and faulty assembly or commissioning by the Customer or third parties; natural wear and tear; faulty or negligent handling; improper maintenance; use of unsuitable operating materials (e.g., unauthorized heating/cooling fluids). The Customer or third parties shall be liable for damage caused by improper use, faulty or negligent handling, improper maintenance, use of unsuitable operating materials (e.g., unauthorized heating/cooling fluids), defective construction work, unsuitable building ground, chemical, electrochemical, electrical, thermal, and other influences and damage which interfere with the proper use of the delivery item, as well as non-reproducible software errors.
  8. The warranty shall not apply if the Customer, without PSL’s consent, modifies the delivery item or has it modified by a third party and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification.
  9. The Customer’s claims for subsequent performance shall become statute-barred 12 months after the start of the statutory limitation period. The same applies to the above-mentioned withdrawal and reduction.

IX. Exclusion of liability

  1. PSL’s liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery and performance, breach of contract, breach of obligations during contract negotiations and unlawful acts, shall be limited in accordance with this Section IX, insofar as fault is involved in each case.
  2. PSL shall not be liable for damage suffered by the Customer or third parties as a result of the non-availability of parts or production stoppages (e.g., due to delays in delivery).
  3. If the Customer provides PSL with information that forms the basis for PSL’s services, the Customer shall be solely responsible for the accuracy and completeness of such information. PSL shall not be liable for any damages resulting from incomplete and/or incorrect information provided by the Customer.
  4. PSL shall not be liable for simple negligence on the part of its organs, legal representatives, employees, or other vicarious agents, unless it is a breach of essential contractual obligations. Essential contractual obligations are those obligations whose fulfilment is indispensable for the proper execution of the contract and on whose compliance
    the contractual partner may regularly rely, e.g., the absence of material defects which impair the functionality more than insignificantly (cardinal obligations).
  5. Insofar as PSL is liable for damages on the merits pursuant to Section IX.3, this liability shall be limited to damages which PSL foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which PSL should have foreseen if it had exercised due diligence. Indirect damages and consequential damages are only eligible for compensation if such damages are typically to be expected when the delivery or service is used as intended. The above provisions of this paragraph shall not apply in the event of intentional or grossly negligent behavior by members of PSL’s executive bodies or senior executives.
  6. The above exclusions and limitations of liability shall apply to the same extent in favor of PSL’s executive bodies, legal representatives, employees, and other vicarious agents.
  7. Insofar as PSL provides technical information or acts in an advisory capacity and this information or advice is not part of the scope of services owed by PSL, this is done free of charge and to the exclusion of any liability.
  8. The limitations of this Section IX shall not apply to PSL’s liability for intent or gross negligence, for guaranteed characteristics, for injury to life, body, or health. Liability under the Product Liability Act shall remain unaffected.

X. Use of software

  1. If software is included in the scope of delivery, the Customer shall be granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
  2. The Customer may only reproduce the software to the extent permitted by law, but may not revise, translate or convert the object code into the source code. The Customer undertakes not to remove manufacturer’s details (e.g., copyright notices) or to change them without the prior express consent of PSL.
  3. All other rights to the software and documentation, including copies, remain with PSL or the software supplier. The granting of sub-licenses is not permitted.

XI. Jurisdiction, Contract Language, Choice of Law, Severability Clause, Data Protection

  1. If the Customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between PSL and the Customer shall be, at PSL’s discretion, Osterode or the Customer’s
    registered office. In such cases, however, Osterode shall be the exclusive place of jurisdiction for actions against PSL. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
  2. The contractual language shall be German. If the parties also use another language, the German wording shall prevail.
  3. All legal relationships between PSL and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  4. Should any clause of these GTC be invalid, this shall not affect the validity of the remaining clauses. To the extent that the contract or these Terms and Conditions contain any loopholes, those legally effective provisions shall be deemed to have been agreed to fill such loopholes which the parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these Terms and Conditions if they had been aware of such loopholes.