General Terms and Conditions (Edition March 2006)

Contracts, offers or order confirmations concluded or made by Project Support Vehicles GmbH & Co.KG (PSV) are conditioned upon the following General Terms and Conditions ("Conditions").

These Conditions shall govern all individual contracts between PSV and Customers (Customer as defined as entrepreneurs, public law legal entities and public law special funds) to the exclusion of any other terms and conditions.

PSV hereby objects to any conditional or different terms proposed or introduced by the Customer. Such other terms will not be binding upon PSV unless agreed expressly in writing by ourselves.

1. Enquiries/ Tenders /contracts
All quotations/ tenders are subject to acceptance by PSV. We reserve the right to withdraw a quotation/ tender at any time before receipt of customer’s acceptance.

2. Deliveries of Goods
1. The scope of delivery and services and the date of delivery shall be governed by our quotation / tender or order confirmation.

2. Agreed delivery period commences with the date of our order confirmation, however not before all relevant documents (such as export licenses to be furnished by or on behalf of the Customer) have been received by PSV or before receipt of advance payment that is agreed upon. If parties agree to subsequent amendments to sales contracts, then parties shall agree upon a new delivery period for the Goods.

3. Delivery of Goods takes place at the time that PSV or its suppliers (subcontractors/ manufacturer) prepare Goods for collection (exwork delivery). Other shipping terms needs our expressed written assent.

4. Where the date of delivery cannot be met due to Force Majeure, the date of delivery shall be deemed as not to be exceeded. PSV will inform Customer promptly if such an event occurs. Customer shall have the right to withdraw from the contract if delivery period exceeds 60 days.

3. Price
1. All prices are net prices exclusive of VAT, sales taxes, and any costs for transport and insurance. They are also exclusive of duties, import and export taxes and any governmental levies or fees.

2. Once a price has been agreed, PSV will be entitled to adjust that price as appropriate if wage, processing, procurement and other costs increase by more than an insubstantial amount, unless the contract date and the date of delivery are less than four months apart or a fixed price was agreed. PSV will be entitled to add to the agreed price cost increases which occur between the conclusion of the contract and delivery. lf an agreed price is increased by more than 5%, the Customer may within two weeks of receiving notice of the price increase withdraw from the contract by issuing a written declaration. The above does not apply to items delivered or services provided within the framework of a continuing obligation.

3. In case parties agreed to another place of delivery as stated in these Terms PSV shall be entitled to charge a reasonable handling fee.

4. Terms of Payment
1. Place of payment is Osterholz-Scharmbeck, Germany, unless otherwise provided.

2. 50 % of the agreed price is payable immediately upon conclusion of contract. Advance payment is not refundable if sec. 10. apply. Remaining balance is due upon PSV notification to customer of delivery of goods at the latest hand on hand the delivery of goods. PSV is entitled to withhold the Goods or all documents before full payment is received.

3. If PSV determines specific due dates for payments and payment was not made on or before that specific date, Customer is in default at the day following that specific date. In any case, Customer is in default of payment at the latest 30 days after issuing the invoice If Customer is in default of payment Customer has to pay an interest of 5 per cent p.a. above base lending rate, however, at least 10 per cent p.a provided no higher damages occurred at PSV or Customer proves a smaller loss.

4. Any setoff/ deduction made by Customer against our claims shall be precluded unless Customer claims are confirmed by a court order or are acknowledged by ourselves in writing.

5. In case delivery of Goods cannot take place, Customer shall remain obliged to pay the agreed purchase price, provided, however, Customer is responsible for the non-delivery or nonperformance or that Customer rejects acceptance of the Goods without good cause.

5. Passing of risk
1. The risk of accidental loss, destruction or deterioration passes on the basis “ex-works PSV” (Incoterms 2000) at the moment Customer receives notice of delivery or notice of completion of work. Notice is deemed to be received by Customer at the third day after sending off notice, unless Customer proofs another day of reception. If Goods are shipped directly from PSV supplier to Customer passing of risk takes place "ex works supplier" (Incoterms 2000). Loading of Goods is always at Customer's risk.

2. lf PSV arranges the transport of goods at the Customer's request, this will be done in the name of and for the account of the Customer. lf no specific method of transport is agreed, PSV may select the method as it sees fit. PSV does not guarantee to select the cheapest method. Goods will be insured only at the Customer's request and at his expense against transport risks during transport.

3. lf an item is driven on a test run by the Customer or his representative before acceptance, the Customer will be liable for any damage suffered to it in the process, unless the damage is PSV's fault. If

4. In case of delay of delivery of Goods or completion of work as a result of circumstances for which Customer is responsible, Nr. 5 subsection 1 applies.

6. Retention/Reservation of title/ Lien
1. Notwithstanding the passing of risk and the delivery of Goods PSV retains legal title in Goods delivered to Customer or to third parties on behalf of Customer until it has received payment in full of all the sums due in connection with the supply of Goods. Retention of title shall not be affected by withholding of payment or by setoff with counterclaims by Customer. All goods handed over to PSV by Customer are in lien to all payments due.

2. Retention of title also applies when payment is done by checks or bills of exchange until remittance of money is affected.

3. Customer is not entitled to sell Goods until full payment is done. Customer is not entitled to other dispositions affecting the legal title (collaterals pledge).
In case of attachment of Goods, execution or any other interventions of third parties Customer shall immediately notify PSV and hand over the relevant documents to enable PSV to seek a court injunction. Costs incurred (including legal advice) shall be borne by Customer.

4. If PSV claims the repossession of goods due to Customers default in payment such a claim shall not be deemed as a rescind of the contract.

7. Warranty and damage claims
1. In case of lack of conformity of Goods PSV assigns to Customer all claims (claims on replacement delivery, repairs etc.) that PSV is entitled to its suppliers. This includes claims arising out of warranties and guarantees. Customer shall claim those rights at first from PSV suppliers out of court. PSV will furnish Customer with all relevant information to claim rights against supplier.
If remedies are impossible to enforce against suppliers, then Customer shall be entitled to certain remedies against PSV due to lack of conformity of Goods.
The enforcement of remedies against suppliers shall be deemed as being impossible if supplier has not completed the remedy within a reasonable time (six weeks). Reasonable time means a six week period following Customers demand to complete the remedy.

2. lf the Customer is an entrepreneur, a public law legal entity or a public law special fund, he must inspect goods supplied immediately on handover. lf there is an obvious defect, PSV must be notified of this immediately, giving details. The maximum period allowed for a complaint is 8 days. The time when a written complaint (including fax) is dispatched to PSV will be decisive here. lf a concealed defect does not become apparent until later, this must be reported within the above-mentioned number of days following discovery. The Customer's warranty rights will lapse if he fails to meet the above obligations.

3. lf an item has an obvious defect, this item may not be used.

4. lf the Customer is an entrepreneur, a public law legal entity or a public law special fund, the following will apply to the purchase of objects or the provision of services:

a) In the case of justified complaint, PSV is entitled to remedy the defect either by repairing the defect or by supplying a new article / a new service.
lf PSV is either not prepared or not in a position to remedy, or if this is delayed by more than a reasonable period for reasons for which PSV is responsible, or if at the maximum three attempts to remedy fails in another way, the Customer will be entitled at its discretion to reduce the price, to rescind the contract or to claim damages in place of performance.
In the case of only negligible breaches of contract, in particular in the case of negligible defects, the Customer will, however, not be entitled to withdraw from the contract.

b) Warranty rights with respect to new goods will expire by limitation one year after transfer of risks. This does not apply in cases where § 438 Para. 1 No. 2 or § 479 Para. 1 German Civil Code (BGB) prescribe longer periods.

c) Used goods are sold and delivered without any warranty. lf the Customer is a consumer, warranty claims for used goods or display items will expire by limitation one year after delivery.
If Customer has no registered office or place in Germany, Customer has to claim all warranty rights within six month following the transfer of risks.

5. PSV warranty liability is generally limited to the value of the order concerned. This restriction does not apply in cases where PSV is guilty of causing damage deliberately or by gross negligence or where there has been damage to life, limb or health.

6. The above warranty restrictions do not apply if PSV is guilty of malice or if it guaranteed the relevant characteristics of the goods.

8. Exclusion of liability limitations on liability
1. PSV shall not be held liable for any damages caused by lack of conformity of Goods. That does not apply to such damages arising out of personal injuries {physical pain, illness etc) if PSV can be held responsible for a breach of duties and if such a breach of duties caused that damage. In addition, the exclusion of liability for damages does not apply to all other damages (in property etc.) caused by PSV due to gross negligence or wilful breach of duties. Breach of duties by PSV includes breach of duties of PSV legal representatives or vicarious agents (so-called imputed negligence).

2. In the case of statutory liability for damages arising from personal injuries or injuries in property not caused by breach of duties (product liability) PSV liability shall be limited to the maximum liability of PSV liability insurance and product liability insurance.
In diesem Fall sind auch Schmerzensgeldansprüche ausgeschlossen. Darüber hinaus bei Schäden an anderen als den gelieferten Sachen ein Selbstbehalt von EUR 500,00 oder jeder andere gesetzlich festgesetzte Betrag als vereinbart. Damages for pain and suffering are excluded. Damages in property are excluded if damaged property of Customer is not used in relation to his trade, business or profession. For other damages in property, others than the supplied Goods Customer has to carry a self-retention of EUR 500.00.

3. Notwithstanding the provisions of sec. 9.1., 9.2. PSV shall only liable for such losses and damages if breach of contract occurs due to gross negligence or wilful breach by PSV or its vicarious agents. No liability shall occur on PSV for any damages on Customer or third parties property arising out of the time and way of delivery. Remedies in accordance with sec. 9 shall remain unaffected.

4. PSV is not liable for any gross negligence or wilful conduct of PSV vicarious agents, legal representatives and other third parties.

9. Rescind of contract / Damage claims/ damages due to delay
1. In the case of a sales contract the Customer may rescind the contract under the following conditions:
- PSV is unable to fulfil the order or parts of it and is responsible for such non fulfilment;
- If PSV is in default of execution of Customer's order or in default of other obligations as stated in sec. 2, Customer has to grant PSV a reasonable period of grace together with the declaration that Customer will decline acceptance of delivery in case of further nonfulfilment within the period of grace; In the case that PSV only fulfils its obligations in parts Customer may rescind the contract only if further fulfilment of Customer's order is of no further interest.

2. Irrespective the provisions of sec. 7, 8 and 9.1 PSV shall be liable for breach of warranty only if all requirements are fulfilled that are stated in 9.1.

3. Liability for damages due to default in delivery or breach of duties shall occur only if such damages are caused by gross negligence or wilful conduct by PSV, its representatives or vicarious agents. Losses caused by breach of duties and normal negligence shall be limited to an amount of EUR 500.00. No liability occurs on PSV for indirect losses. Sec. 9.1. and 9.2. remain unaffected.

10. Cancellation of orders by Customer
1. Cancellation of orders by Customer shall be given in writing.

2. Customer is free to cancel orders or offer acceptances against payment of a cancellation fee.

Cancellation fee for standard products (not customised products) will be 50 per cent of the agreed price regardless the date of cancellation.
If customer cancels an order for customised products (armoured or modified products) he has to pay the agreed price deducted by cost savings due to the cancellation, however at least 50 per cent of the agreed price.
If Customer cancels order up to 4 weeks before the agreed delivery date, 75 per cent of the agreed price shall be due and if cancellation is received within less than a 4 weeks period before the agreed delivery date, 100 percent of the agreed purchase price shall be paid as cancellation fee.

3. In any case Customer reserves the right to prove that damage was not suffered at all or that it was substantially less than the fixed amount. Cancellation date is the day of receipt of a written cancellation at PSV.

11. Applicable law /place of jurisdiction
1. This agreement, deliveries and the fulfilment of obligations shall be governed by and construed in accordance with the Law of the Federal Republic of Germany, excluding the UN-Convention on Contracts for the International Sale of Goods.

2. Each party agrees to submit exclusively to the place of jurisdiction of PSV in Osterholz-Scharmbeck.

3. In case a regulation of these general terms and conditions is null and void this regulation shall have no effect to all other conditions. Parties agree to replace such a regulation by another regulation that meets the will and the true intentions of the parties.

Terms and Conditions availalbe to download.

Terms and Conditions