General Terms and Conditions

Terms and Conditions of ProConnecting GmbH

§ 1 Scope of Application

These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB (German Civil Code). We only recognise terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.
These terms and conditions of sale also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.

§ 2 Offer and conclusion of contract

If an order placed by the customer is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks. The dispatch of the ordered goods within the specified period shall also be deemed acceptance of the offer.
Contracts shall become effective upon receipt of the order acceptance or order confirmation.
The quality of the goods is governed exclusively by the manufacturer's specifications for the goods, which can be requested from ProConnecting GmbH before placing an order. All information, drawings, illustrations, price lists, order forms or performance data on the ProConnecting website are for the customer's information only and do not constitute quality specifications. A liability or guarantee or warranty only exists if this is expressly agreed in writing.

§ 3 Prices and payment

Unless otherwise agreed in writing, our prices are ex warehouse Altendorf, excluding packaging and VAT at the applicable rate. Packaging and transport costs will be invoiced separately.
ProConnecting is also entitled to charge price surcharges after conclusion of the contract if components in the price calculation have changed between the customer's order and delivery. These include fees of all kinds, public charges, taxes, customs duties, freight surcharges, price increases by our suppliers and similar. The increased price shall be deemed agreed if the reasons stated for the increased price calculation exist. If the basis for calculation changes by more than 5%, both ProConnecting and the customer are entitled to withdraw from the purchase contract with regard to the goods concerned. Upon notification of such price increases, all previously stated prices shall cease to be valid.
Payment of the purchase price must be made exclusively to the account specified on the invoice. Discounts are only permitted if agreed in writing.
Unless otherwise agreed, the purchase price is payable within 10 days of receipt of the delivery. Interest on arrears will be charged at a rate of 9% above the respective base rate p.a. We reserve the right to claim higher damages for default.

§ 4 Delivery

The dates and deadlines specified by ProConnecting are non-binding, unless expressly agreed otherwise in writing.
The seller shall not be responsible for delays in delivery and performance, even in the case of bindingly agreed deadlines and dates, if the delay is due to force majeure and events that significantly impede or render delivery impossible – this also includes subsequent difficulties in procuring materials, strikes, operational disruptions, lockouts, staff shortages, lack of means of transport, official orders, etc., even if these occur at the seller's supplier or their sub-suppliers.
Partial deliveries and partial services on the part of the seller are possible at any time.
For call-off quantities within existing framework agreements, the desired delivery date must be scheduled at least three months in advance.
For open call-off quantities from framework agreements, delivery shall take place no later than 12 months after order confirmation, even if the call-off has not yet been scheduled or has been scheduled for a later date.

§ 5 Transfer of risk upon dispatch

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 dispatch to the customer, at the latest upon leaving the warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 6 Retention of Title

ProConnecting GmbH reserves title to the delivered goods until 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. We are entitled to take back the goods if the customer breaches the contract.
The customer is obligated to treat the goods with care as long as title has not yet been transferred to them. As long as title has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for any loss incurred by us.
The customer is entitled to resell the reserved goods in the normal course of business.

§ 7 Warranty and Notice of Defects

The customer's warranty rights require that the customer has properly fulfilled its obligations to inspect and notify defects pursuant to Section 377 of the German Commercial Code (HGB).
The limitation period for claims for defects expires 12 months after delivery of the goods supplied by ProConnecting to the customer. Claims for damages in cases of willful intent and gross negligence, as well as injury to life, limb, or health resulting from an intentional or negligent breach of duty by the user, are subject to the statutory limitation period.
Should defects persist despite due care, ProConnecting will remedy them either by replacement delivery or repair.
Should ProConnecting allow the reasonable grace period to expire or should subsequent performance fail, the customer has the right – without prejudice to any claims for damages – to withdraw from the contract or to reduce the remuneration.
If ProConnecting is unable to adequately remedy all identified defects, or if rectification is not possible for technical reasons, ProConnecting may withdraw from the contract, without prejudice to the customer's rights.
Claims for defects shall not apply in the event of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special influences not assumed under the contract. If the customer or third parties carry out improper repairs or modifications, these and the resulting consequences shall also not be subject to claims for defects.

§ 8 Liability

ProConnecting is liable without limitation in cases of intent and gross negligence, as well as in accordance with the Product Liability Act. For minor negligence, we are liable for damages resulting from injury to life, limb, or health.
Furthermore, the following limited liability applies: In cases of minor negligence, we are only liable in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on whose compliance, you may legitimately rely (cardinal obligation). Liability for minor negligence is limited to the damages foreseeable at the time the contract was concluded, the occurrence of which must typically be expected. This limitation of liability also applies to our vicarious agents.

§ 9 Miscellaneous

This contract and the entire legal relationship between the parties are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.