General Terms and Conditions

§ 1 Scope of Application, Customer Group, Sales via Online Platforms

(1) These General Terms and Conditions (hereinafter referred to as the “GTC”) apply to all contracts concerning deliveries and services between Paniso GmbH, Münzstr. 9, 38100 Braunschweig, registered in the Commercial Register of the Local Court of Braunschweig under HRB 210008, VAT ID No. DE353141612 (hereinafter referred to as “Paniso”, “we” or “us”) and our customers.

(2) Our offers are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. We do not enter into contracts with consumers within the meaning of Section 13 BGB. By submitting an order or inquiry, the customer confirms that it is acting in the course of its commercial or independent professional activity.

(3) These GTC apply in particular to sales made through our Online Shop, our website, individual quotations, email communications and – insofar as they have been validly incorporated from a legal and technical perspective – sales made through online platforms such as eBay or comparable B2B/trading platforms.

(4) In the case of sales via online platforms, mandatory platform terms and conditions shall take precedence only insofar as they mandatorily apply to the conclusion or processing of the specific contract. In all other respects, these GTC shall apply additionally. Wherever possible, Paniso indicates on such platforms that sales are made exclusively to entrepreneurs and that a contract is concluded only after review and acceptance by Paniso.

(5) These GTC shall apply in the version valid at the time the contract is concluded. They shall also apply to future business relationships without the need for us to refer to them again separately, provided that they have previously been validly incorporated into the contractual relationship with the customer.

(6) Any deviating, conflicting or supplementary general terms and conditions of the customer shall become part of the contract only if we expressly consent to their application in text form. This shall also apply if we perform deliveries or services without reservation despite being aware of such terms and conditions.

(7) Individual agreements with the customer, in particular information contained in our order confirmation, shall take precedence over these GTC.

§ 2 Conclusion of Contract, Stock Verification, Binding Effect of Customer Orders

(1) The presentation of goods and services in our Online Shop, on our website, in catalogues, data sheets, price lists, listings on online platforms or other documents does not constitute a legally binding offer, but rather a non-binding invitation for the customer to submit an order, unless expressly stated otherwise.

(2) By submitting an order, inquiry or other contractual declaration, the customer submits a binding offer to enter into a contract. The customer shall be bound by this offer for fourteen (14) calendar days from receipt by Paniso, unless a different binding period has been agreed in the individual case.

(3) An automated acknowledgement of receipt, platform notification or other confirmation of receipt merely documents that the order or inquiry has been received and does not constitute acceptance of the customer’s offer.

(4) A contract shall only be concluded once Paniso has reviewed the customer’s offer, in particular with regard to stock availability, deliverability, import/export feasibility, compliance with foreign trade regulations, payment status and creditworthiness, and expressly accepts the offer, in particular by means of an order confirmation in text form, issuance of an invoice, shipping confirmation or delivery of the goods.

(5) Where we operate technical systems for the automated deactivation of unavailable platform listings, this does not constitute a guarantee that goods will be available at all times. Paniso’s specific decision to accept an order following review of the individual case shall remain decisive.

(6) If Paniso is unable to accept an order, for example due to unavailable or insufficient stock, failure of our suppliers to supply us, restrictions under foreign trade law or unfulfilled payment requirements, no contract shall be concluded. Any payments already received shall be refunded without undue delay.

(7) The contract text, including these GTC, shall be provided to the customer on a durable medium no later than with the order confirmation or delivery, insofar as this is provided for under the respective sales channel.

§ 3 Product Characteristics, Technical Documentation, CE Marking

(1) Paniso trades in particular in machine tool components, machine tools and specific parts and components for machinery. The agreed characteristics of the goods shall be determined exclusively by the information specified in the quotation, order confirmation or technical documentation expressly incorporated into the contract.

(2) Where required by law or provided for by the manufacturer, goods shall be supplied with CE marking, a declaration of conformity, manufacturer documentation or other available evidence. Paniso assumes no guarantee beyond the agreed characteristics of the goods regarding suitability for specific purposes, compatibility, system integration or long-term availability of spare parts unless this has been expressly designated as a “guarantee” in text form.

(3) The customer is responsible for verifying, prior to placing an order, 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 regulations and end use.

(4) Manufacturer information, data sheets, illustrations, dimensions, weights, performance specifications and compatibility information shall only be binding if they have been expressly incorporated into the contract as a binding agreement regarding the characteristics of the goods. Customary deviations shall remain permissible insofar as they are reasonable for the customer.

§ 4 Deliveries, Delivery Times, Imports from China, Supply to Paniso

(1) Delivery periods and delivery dates shall only be binding if Paniso has expressly confirmed them as binding in text form. Otherwise, information regarding delivery times shall constitute non-binding estimates.

(2) As goods and components may predominantly be sourced from China or other third countries, delivery dates and delivery periods are subject to timely and proper supply to Paniso, availability of transportation, customs clearance, official approvals and reviews and permits under foreign trade regulations, insofar as Paniso is not responsible for the delay or failure to deliver.

(3) Unless otherwise agreed, a stated delivery period shall not commence before conclusion of the contract, complete clarification of all technical, commercial, customs-related or export-control information to be provided by the customer, and receipt of any agreed advance payment or deposit.

(4) Paniso shall inform the customer without undue delay of any material delivery delays. If delivery becomes permanently impossible for reasons for which Paniso is not responsible, or can only be effected with disproportionate effort, Paniso shall be entitled to withdraw from the contract. Any payments already received shall be refunded without undue delay.

(5) Partial deliveries and partial performance shall be permitted insofar as they are reasonable for the customer. Paniso shall bear any additional costs caused by partial deliveries unless the partial delivery is made at the customer’s request.

(6) All quotations are subject to prior sale, timely supply to Paniso and compliance with applicable foreign trade regulations.

§ 5 Shipping, Transfer of Risk, Incoterms

(1) Unless otherwise agreed, Paniso shall determine the method of shipment, shipping route and carrier at its reasonable discretion.

(2) The risk of accidental loss of or accidental damage to the goods shall pass to the customer as soon as the goods have been handed over to the freight forwarder, carrier or other person or institution designated to carry out the shipment, or once the goods have left the warehouse or dispatch location for the purpose of shipment. This shall also apply to partial deliveries and where Paniso provides additional services such as arranging shipment or bearing transportation costs.

(3) Where collection has been agreed, risk shall pass to the customer upon notification that the goods are ready for collection. If shipment or collection is delayed for reasons attributable to the customer, risk shall pass to the customer upon notification that the goods are ready for shipment or collection.

(4) Where Incoterms are agreed in an individual case, Incoterms® 2020 shall apply in accordance with the agreed rule unless a different version has expressly been specified. The agreement of an Incoterm governs, in particular, transportation, costs and allocation of risk, but does not govern transfer of ownership, warranty rights, liability, payment terms, jurisdiction or applicable law.

§ 6 Prices, Shipping Costs, Customs Duties and Charges

(1) Unless expressly stated otherwise, all prices are net prices and are exclusive of statutory VAT as well as packaging, shipping, transport insurance, customs duties, import charges, fees and other public charges, where applicable.

(2) In the case of international procurement or international delivery, unless expressly agreed otherwise, the customer shall bear all taxes, customs duties, import charges, fees and other costs incurred in the destination country in connection with importation, customs clearance or official processing.

(3) Additional work, inspections, documentation, special packaging, express shipping or customer-specific processing services shall only be charged following commissioning or approval by the customer. Where no remuneration has been agreed, Paniso’s customary prices shall apply.

§ 7 Payment Terms, Advance Payment, Purchase on Account

(1) Deliveries to new customers shall be made exclusively against advance payment unless Paniso expressly confirms otherwise in the individual case. Payment shall only be deemed made once the full invoice amount has been credited to Paniso’s account.

(2) Paniso may permit payment on account only after at least three (3) orders have been completed in full and without complaint and following a positive credit, payment and risk assessment. The customer shall have no entitlement to purchase on account.

(3) For larger orders, special procurements, imported goods, international transactions, customer-specific procurement or where there are reasonable indications of a payment default risk, Paniso may require advance payment, a deposit or other appropriate security.

(4) Unless otherwise agreed, invoices shall be due for payment immediately without deduction.

(5) The customer may only set off claims that are undisputed, have been finally adjudicated or are ready for decision. The customer’s right to set off claims arising from the same contractual relationship shall remain unaffected.

(6) The customer shall only be entitled to exercise a right of retention insofar as it is based on the same contractual relationship.

§ 8 Retention of Title

(1) The goods supplied shall remain the property of Paniso until all claims arising from the respective contract have been paid in full.

(2) The customer shall be entitled to resell goods subject to retention of title in the ordinary course of business. The customer hereby assigns to Paniso, in advance, any claims against its customers arising from such resale up to the final invoice amount, including VAT. Paniso hereby accepts such assignment.

(3) The customer shall remain authorised to collect the assigned claims. Paniso may collect the claims 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 there are other significant indications of insufficient financial capacity.

(4) Any processing, combination or mixing of goods subject to retention of title shall always be carried out on behalf of Paniso as manufacturer within the meaning of the retention-of-title arrangement, without creating any obligation on the part of Paniso. If the goods are processed, combined or mixed with items belonging to third parties, Paniso shall acquire co-ownership in proportion to the invoice value of the goods subject to retention of title relative to the value of the new item.

(5) The customer shall notify Paniso without undue delay of any attachment, seizure or other access by third parties to goods subject to retention of title or assigned claims and shall assist Paniso in safeguarding its rights.

(6) If the realisable value of the securities exceeds the secured claims by more than 10%, Paniso shall, at the customer’s request, release securities of Paniso’s choice.

§ 9 Inspection, Duty to Notify Defects, Warranty, Open-Box Goods

(1) The customer’s rights in respect of defects shall be governed by the statutory provisions unless otherwise provided below.

(2) Where the purchase constitutes a commercial transaction for both parties, the inspection and notification obligations under Section 377 of the German Commercial Code (HGB) shall apply. The customer shall inspect the goods without undue delay after delivery and shall notify Paniso without undue delay of any apparent defects. Hidden defects shall be reported without undue delay after discovery. Timely dispatch of the notification shall be sufficient. If the customer fails to provide timely notification, the goods shall be deemed accepted in accordance with Section 377 HGB, unless Paniso has fraudulently concealed the defect.

(3) The limitation period for claims for defects in new goods shall be twelve (12) months from delivery. A shorter limitation period may be agreed in individual cases for used goods; mandatory statutory rights shall remain unaffected.

(4) Goods whose original packaging or manufacturer’s seal has already been opened, without the goods having been used or installed, may be sold as “open-box goods”, “unused goods with opened original packaging” or under a comparable description. Where this has been disclosed, opened or damaged packaging, a missing seal or corresponding cosmetic impairment shall not constitute a defect, provided that the goods themselves are unused, functional and supplied in the agreed condition.

(5) In the case of discontinued, obsolete or older products, manufacturer support, software, documentation, updates, spare-parts availability or manufacturer warranties may be limited or no longer available. This shall not constitute a defect provided that the customer has been informed accordingly or this follows from the nature of the goods and the agreed characteristics of the goods are not affected.

(6) Special procurements, items procured specifically for the customer, imported goods and goods assembled or configured specifically for the customer are excluded from voluntary cancellation, exchange or return. Statutory rights in respect of defects shall remain unaffected.

(7) Returns as a gesture of goodwill shall only be considered with Paniso’s prior approval and only for unused goods in undamaged, unopened original packaging, including intact manufacturer, security or authenticity seals. There shall be no entitlement to a goodwill return. Where a return is accepted, Paniso may charge reasonable inspection, restocking and processing costs. Statutory rights in respect of defects shall remain unaffected.

(8) Manufacturer warranties or seller warranties expressly provided by Paniso shall remain unaffected. Paniso shall only provide a guarantee if it is expressly designated as such in text form.

§ 10 Export Control, Dual-Use, Sanctions and End Use

(1) Performance of the contract is subject to the condition that it is not prohibited by applicable foreign trade regulations, embargoes, sanctions, export-control regulations, import restrictions or other official prohibitions. This applies in particular with regard to potential dual-use characteristics of the machine components and parts traded, as well as imports from China and exports to China or other third countries.

(2) Upon request, the customer shall provide Paniso without undue delay with all information, documents and declarations required for export-control, sanctions, customs, import or end-use checks, including in particular information concerning the end customer, final recipient, destination country, end use, onward delivery and any military, nuclear, defence-related or security-critical intended uses.

(3) The customer represents that neither the customer itself nor, to the best of its knowledge, the final recipient, end user or any other persons or companies involved in the transaction are included on applicable sanctions lists and that the goods will not be used, supplied onward or made available for prohibited purposes or purposes requiring authorisation unless the necessary authorisation has been obtained.

(4) Paniso shall be entitled to suspend or refuse acceptance of an order, delivery or performance, or to withdraw from the contract, if foreign-trade-law checks have not been completed, required authorisations have not been granted, the customer fails to provide necessary information, or there are reasonable doubts concerning legality, end use, final recipient or onward delivery. Claims for damages by the customer shall be excluded in such cases insofar as Paniso is not responsible for the impediment to delivery.

(5) The customer shall indemnify Paniso against damages, costs, fines, claims and expenses arising from any breach attributable to the customer of obligations under foreign trade, sanctions, customs or export-control law.

§ 11 Liability

(1) Paniso shall be liable for intent and gross negligence in accordance with the statutory provisions.

(2) In the event of ordinary negligence, Paniso shall only be liable for the breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on compliance with which the customer may regularly rely. In such cases, liability shall be limited to the damage that is typical for the contract and foreseeable.

(3) Liability for injury to life, body or health, under the German Product Liability Act, for fraudulent conduct, under expressly assumed guarantees and under other mandatory statutory provisions shall remain unaffected.

(4) The above limitations of liability shall also apply for the benefit of Paniso’s legal representatives, employees and vicarious agents.

(5) Paniso shall only be liable for production losses, loss of profit, business interruption, indirect damages and consequential damages in accordance with the preceding paragraphs. No further liability shall be assumed unless a guarantee regarding characteristics or durability has been expressly agreed.

§ 12 Rights in Documents, Confidentiality

(1) Paniso retains all ownership rights, copyrights, rights of use and other intellectual property rights, insofar as such rights exist, in images, drawings, texts, data sheets, calculations, technical documents, quotations and other materials provided by Paniso.

(2) The customer may use such documents only for the purposes of performing the contract and may not reproduce, publish, make them available to third parties or use them for other purposes without Paniso’s prior consent.

(3) Information designated as confidential or confidential by its nature shall be treated as confidential by the customer unless it is generally known or becomes known without breach of any obligation.

§ 13 Applicable Law, Jurisdiction, Final Provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The contractual language shall be German unless otherwise agreed in the individual case.

(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Paniso’s registered office. Paniso shall, however, also be entitled to bring proceedings against the customer at the customer’s general place of jurisdiction.

(4) To the extent legally permissible and unless otherwise agreed, the place of performance for deliveries and payments shall be Paniso’s registered office.

(5) Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The applicable statutory provision shall replace the invalid provision.