§ 1 Scope, Customer Group, Platform Sales
(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts for deliveries and services between Paniso GmbH, Münzstr. 9, 38100 Braunschweig, registered in the commercial register of the Braunschweig District Court under HRB 210008, VAT ID No. DE353141612 (hereinafter "Paniso", "we" or "us") and our customers.
(2) Our offer is exclusively directed at entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special assets under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded. The customer assures with the submission of their order or inquiry that they are acting in the exercise of their commercial or self-employed professional activity.
(3) These GTC apply in particular to sales through our online shop, our website, individual offers, email communication, as well as – to the extent legally and technically effectively included – for sales through online platforms such as eBay or comparable B2B/trade platforms.
(4) In the case of sales through online platforms, mandatory platform conditions take precedence only to the extent that they are mandatory for the specific contract conclusion or processing. Otherwise, these GTC apply additionally. Paniso points out on platforms, if possible, that a sale is made exclusively to entrepreneurs and that the contract is only concluded after examination and acceptance by Paniso.
(5) These terms and conditions apply in the version valid at the time of contract conclusion. They also apply to future business relationships, without us having to point this out again, provided they have been effectively incorporated into the customer's agreement beforehand.
(6) Deviating, opposing, or supplementary general terms and conditions of the customer only become part of the contract if we expressly agree to their validity in text form. This also applies if we carry out deliveries or services unconditionally in knowledge of such conditions.
(7) Individual agreements with the customer, especially details in our order confirmation, take precedence over these terms and conditions.
§ 2 Conclusion of Contract, Inventory Check, Customer Binding
(1) The presentation of goods and services in our online shop, on our website, in catalogs, data sheets, price lists, offers on online platforms, or other documents does not constitute a legally binding offer, but rather an invitation to the customer to submit an order, unless expressly stated otherwise.
(2) By submitting an order, inquiry, or other contractual declaration, the customer makes a binding offer to conclude a contract. The customer is bound to this offer for fourteen (14) calendar days from receipt by Paniso, unless a different binding period is agreed upon in individual cases.
(3) An automated confirmation of receipt, platform notification, or other access confirmation merely documents the receipt of the order or inquiry and does not yet constitute acceptance of the customer's offer.
(4) A contract is only concluded when Paniso expressly accepts the customer's offer after examining, in particular, the stock of goods, availability, import/export capability, compliance with foreign trade law, payment status, and creditworthiness, especially through order confirmation in text form, invoicing, shipping confirmation, or delivery of the goods.
(5) Working on technical systems for the automated deactivation of unavailable platform offers does not constitute a guarantee of availability at all times. The specific acceptance decision by Paniso after reviewing the individual case remains decisive.
(6) If Paniso cannot accept an order, for example, due to insufficient or lacking stock, failure to self-supply, foreign trade law obstacles, or unmet payment conditions, no contract is concluded. Any payments already received will be refunded immediately.
(7) The contract text, including these terms and conditions, will be made available to the customer at the latest with the order confirmation or delivery on a durable data carrier, as far as this is provided for in the respective sales channel.
§ 3 Quality of goods, technical documents, CE marking
(1) Paniso primarily deals with machine tool components, machine tools, and specific parts and components for machines. The quality of the goods is exclusively determined by the specifications agreed upon in the offer, in the order confirmation, or in the expressly included technical documents.
(2) To the extent required by law or provided by the manufacturer, goods will be delivered with CE marking, declaration of conformity, manufacturer documentation, or other available evidence. Paniso only assumes a warranty beyond the agreed quality for specific intended uses, compatibility, system integration, or permanent availability of spare parts if this is expressly referred to in writing as a "warranty."
(3) The customer is responsible for checking before ordering whether the goods are suitable for the intended technical, operational, and legal purpose, particularly with regard to machine compatibility, installation environment, control software, safety requirements, import/export law, and end use.
(4) Manufacturer specifications, data sheets, illustrations, measurements, weight, performance, and compatibility information are only binding if they are expressly included as a binding quality agreement in the contract. Usual commercial deviations are reserved, as long as they are reasonable for the customer.
§ 4 Deliveries, Delivery Times, China Import, Self-Supply
(1) Delivery deadlines and delivery dates are only binding if Paniso has expressly confirmed them in writing as binding. Otherwise, information on delivery times is non-binding guideline values.
(2) Since goods and components can primarily be sourced from China or other third countries, delivery dates and deadlines are subject to timely and proper self-supply, transport availability, customs clearance, official approvals, as well as foreign trade law examinations and permits, as long as Paniso is not responsible for any delays or non-delivery.
(3) A specified delivery period begins, unless otherwise agreed, not before the conclusion of the contract, the complete clarification of all technical, commercial, customs, or export control information to be provided by the customer, and not before the receipt of an agreed advance or down payment.
(4) Paniso informs the customer immediately about significant delivery delays. If delivery is permanently impossible for reasons not attributable to Paniso or only possible with disproportionate effort, Paniso is entitled to withdraw from the contract. Payments already received will be refunded immediately.
(5) Partial deliveries and partial services are permissible as long as they are reasonable for the customer. Additional costs incurred by partial deliveries are borne by Paniso, provided that the partial delivery does not occur at the customer's request.
(6) All offers are subject to prior sale, timely self-supply, and compliance with foreign trade regulations.
§ 5 Shipping, Transfer of Risk, Incoterms
(1) The type of shipping, shipping route, and transport service provider will be determined by Paniso at its discretion, unless otherwise agreed.
(2) The risk of accidental loss and accidental deterioration of the goods passes to the customer as soon as the goods have been handed over to the carrier, freight forwarder, or any other person or institution designated for the execution of the shipment or have left the warehouse or shipping point for the purpose of shipment. This also applies to partial deliveries and even if Paniso assumes further services such as shipping organization or transport costs.
(3) In the case of agreed pickup, the risk passes to the customer upon notification of readiness. If shipping or pickup is delayed for reasons attributable to the customer, the risk passes to the customer upon notification of shipping or pickup readiness.
(4) To the extent that Incoterms are agreed upon in individual cases, the Incoterms® 2020 apply in the respective agreed clause, unless a different version is expressly specified. The agreement of an Incoterm particularly regulates transport, cost, and risk-bearing issues, but not the transfer of ownership, warranty, liability, payment terms, jurisdiction, or applicable law.
§ 6 Prices, Shipping Costs, Customs, Duties
(1) All prices are understood, unless expressly stated otherwise, as net prices plus statutory value-added tax as well as plus packaging, shipping, transport insurance, customs, import duties, fees, and other public charges, as far as they arise.
(2) In the case of foreign procurement or foreign delivery, the customer bears, unless expressly agreed otherwise, all taxes, customs, import duties, fees, and other costs of import, customs clearance, or official processing incurred in the destination country.
(3) Additional work, inspections, documentation, special packaging, express shipping, or customer-specific processing services will only be charged after commissioning or approval by the customer. If no compensation has been agreed upon, the usual prices of Paniso apply.
§ 7 Payment Terms, Prepayment, Invoice Purchase
(1) For new customers, delivery is only made against advance payment, unless Paniso expressly confirms otherwise in individual cases. Payment is only considered made when the invoice amount is fully credited to Paniso's account.
(2) Delivery on account can be granted by Paniso at the earliest after three (3) completely and complaint-free processed orders and after a positive credit, payment, and risk assessment. The customer has no entitlement to delivery on account.
(3) For larger orders, special procurements, imported goods, foreign transactions, customer-specific procurement, or justified indications of a payment default risk, Paniso may require advance payment, down payment, or other appropriate securities.
(4) Invoices are due for payment immediately without deduction unless otherwise agreed.
(5) The customer is only entitled to offset against undisputed, legally established, or ready-to-decide counterclaims. The offsetting of claims from the same contractual relationship remains unaffected.
(6) The customer is only entitled to a right of retention to the extent that it is based on the same contractual relationship.
§ 8 Retention of Title
(1) The delivered goods remain the property of Paniso until all claims from the respective contract have been fully paid.
(2) The customer is entitled to resell reserved goods in the ordinary course of business. He hereby assigns the claims arising from the resale against his buyers in the amount of the final invoice amount including VAT to Paniso. Paniso accepts the assignment.
(3) The customer remains authorized to collect the assigned receivables. Paniso may collect the receivable itself and disclose the assignment if the customer fails to meet its payment obligations, an application for the opening of insolvency proceedings has been filed, or other significant signs of lack of performance capability exist.
(4) Processing, combining, or mixing of the reserved goods always occurs for Paniso as the manufacturer in the sense of the retention of title, without obligating Paniso. If processing, combining, or mixing occurs with items of third parties, Paniso acquires co-ownership in proportion to the invoice value of the reserved goods to the value of the new item.
(5) The customer must immediately inform Paniso of any seizures, confiscations, or other third-party access to reserved goods or assigned receivables and assist Paniso in securing its rights.
(6) If the realizable value of the collateral exceeds the secured claims by more than 10%, Paniso will release collateral of its own choice at the request of the customer.
§ 9 Inspection, Duty to Notify, Warranty, Open-Box Goods
(1) The statutory provisions apply to the customer's rights regarding defects, unless otherwise stated below.
(2) To the extent that the purchase is a commercial transaction for both parties, the inspection and notification obligations of § 377 HGB apply. The customer must inspect the goods immediately upon delivery and report any recognizable defects without delay. Hidden defects must be reported immediately upon discovery. Timely sending of the notification is sufficient. If timely notification is not made, the goods are deemed approved in accordance with § 377 HGB, unless Paniso has fraudulently concealed the defect.
(3) The limitation period for warranty claims for new goods is twelve (12) months from delivery. For used goods, a shorter limitation period may be agreed upon in individual cases; mandatory legal rights remain unaffected.
(4) Goods whose original packaging or manufacturer's seal has already been opened, without the goods being used or installed, may be sold as "open-box goods," "unused goods with opened original packaging," or similar. An opened or damaged package, missing seal, or corresponding optical impairment does not constitute a material defect, provided that the goods themselves are unused, functional, and delivered in the agreed condition.
(5) For discontinued, obsolete, or older products, manufacturer support, software, documentation, updates, availability of spare parts, or manufacturer warranties may be limited or no longer available. This does not constitute a defect, provided the customer has been informed of this or it arises from the nature of the goods and the agreed condition is not impaired.
(6) Special procurements, items specifically procured for the customer, imported goods, and customer-specific assembled goods are excluded from voluntary cancellation, exchange, or return. Legal warranty rights remain unaffected.
(7) A return for goodwill is only possible with prior consent from Paniso and only for unused goods in undamaged, unopened original packaging, including intact manufacturer, safety, or authenticity seals. There is no entitlement to a goodwill return. In the case of an accepted return, Paniso may charge reasonable inspection, restocking, and processing fees. Legal warranty rights remain unaffected.
(8) Manufacturer warranties or seller warranties expressly assumed by Paniso remain unaffected. A warranty is only assumed by Paniso if it is expressly designated as a warranty in text form.
§ 10 Export Control, Dual-Use, Sanctions, End Use
(1) The fulfillment of the contract is subject to the condition that no applicable foreign trade regulations, embargoes, sanctions, export control regulations, import restrictions, or other governmental prohibitions are violated. This particularly applies with regard to possible dual-use characteristics of the traded machine components and parts as well as for imports from China and exports to China or other third countries.
(2) The customer is obliged to provide Paniso immediately upon request with all information, documents, and declarations required for export control, sanctions, customs, import, or end-use checks, particularly information about the end customer, end recipient, country of destination, end use, further delivery, and any military, nuclear, defense-related, or security-critical purposes.
(3) The customer assures that neither he himself nor, as far as he knows, end recipients, end users, or other persons or companies involved in the transaction are listed on applicable sanctions lists and that the goods are not used, further delivered, or provided for prohibited or approval-required purposes unless the necessary approval is in place.
(4) Paniso is entitled to suspend, refuse, or withdraw from the contract for the acceptance of an order, delivery, or service if foreign trade law examinations are not completed, necessary permits are not granted, the customer does not provide necessary information, or there are justified doubts about legality, end use, end recipient, or further delivery. Claims for damages by the customer are excluded in these cases, as long as Paniso is not responsible for the delivery obstacle.
(5) The customer shall indemnify Paniso from damages, costs, fines, claims, and expenses arising from a violation of foreign trade, sanctions, customs, or export control obligations for which the customer is responsible.
§ 11 Liability
(1) Paniso is liable for intent and gross negligence according to the statutory provisions.
(2) In cases of simple negligence, Paniso is only liable for the violation of a significant contractual obligation, the fulfillment of which enables the proper execution of the contract and on which the customer may regularly rely. In this case, liability is limited to the typical, foreseeable damage.
(3) Liability for injury to life, body, or health, under the Product Liability Act, due to deceit, from expressly assumed guarantees, as well as under other mandatory law remains unaffected.
(4) The above liability limitations also apply in favor of the legal representatives, employees, and agents of Paniso.
(5) For production failures, lost profits, business interruptions, indirect damages, and consequential damages, Paniso is only liable in accordance with the preceding paragraphs. No further liability is assumed unless a quality or durability guarantee has been expressly agreed upon.
§ 12 Rights to Documents, Confidentiality
(1) Paniso retains ownership, copyright, usage, and other protective rights to images, drawings, texts, data sheets, calculations, technical documents, offers, and other materials provided by Paniso, as far as such rights exist.
(2) The customer may only use such documents for the purposes of contract execution and may not reproduce, publish, make accessible to third parties, or use for other purposes without prior consent from Paniso.
(3) Information designated as confidential or confidential by nature must be treated confidentially by the customer, as long as it is not publicly known or becomes known without a breach of duty.
§ 13 Applicable Law, Jurisdiction, Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).
(2) The language of the contract is German, unless otherwise agreed in individual cases.
(3) If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive jurisdiction for all disputes arising from or in connection with the contractual relationship is the location of Paniso. However, Paniso is entitled to sue the customer at its general place of jurisdiction as well.
(4) The place of performance for deliveries and payments is, as far as permissible and unless otherwise agreed, the registered office of Paniso.
(5) If any provision of these terms and conditions is or becomes wholly or partially ineffective, the validity of the remaining provisions shall remain unaffected. Instead of the ineffective provision, the statutory regulation shall apply.