General Terms and Conditions of Sale and Delivery of Pike Brothers GmbH, Johann-Flitsch-Str. 12, 83075 Bad Feilnbach/Au, Germany

1. Scope of Application and Validity

1. These general terms and conditions of sale, delivery, and payment (hereinafter referred to as "Terms and Conditions") apply to all offers, deliveries, and contracts of Pike Brothers GmbH, Johann-Flitsch-Str. 12, 83075 Bad Feilnbach/Au, Germany (hereinafter referred to as "Pike Brothers") with or towards customers. These Terms and Conditions apply exclusively to business entities, legal entities under public law, and special funds under public law.
2. These Terms and Conditions particularly apply to contracts for the sale and/or delivery of movable goods (hereinafter referred to as "Product" or "Goods"), regardless of whether Pike Brothers manufactures the goods itself or procures them from suppliers (§§ 433, 650 German Civil Code). Unless otherwise agreed, these Terms and Conditions in their version valid at the time of the customer's order, or in any case, the version last communicated or made available to the customer in text form, shall also apply as a framework agreement for similar future contracts without Pike Brothers needing to refer to them again in each individual case.
3. These Terms and Conditions are exclusive. Any conflicting terms and conditions of the customer are expressly rejected. Deviating terms and conditions of the customer do not become part of the contract unless explicitly confirmed in writing by Pike Brothers. The Terms and Conditions of Pike Brothers also apply if Pike Brothers, aware of conflicting or deviating conditions of the customer, executes the delivery to the customer without reservation.
4. Individual agreements, particularly those specified in Pike Brothers' order confirmations, shall take precedence over these Terms and Conditions in case of conflicts. Trade terms shall, in case of doubt, be interpreted according to the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris in their version valid at the time of contract conclusion.
5. Legally relevant declarations and notifications from the customer regarding an already concluded contract, especially notices of defects, setting deadlines, rescission, or price reductions, must be submitted in writing. The written form within the meaning of these Terms and Conditions includes communication via letter, email, and fax. Statutory formal requirements and further evidence obligations, particularly in cases of doubt about the legitimacy of the notifier, remain unaffected.
6. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are amended or expressly excluded by these Terms and Conditions.

2. Conclusion of Contract, Contract Content, Withdrawal

1. Offers by Pike Brothers are always non-binding and subject to change. A contract is only concluded through Pike Brothers' written order confirmation or by Pike Brothers executing the order. Pike Brothers may accept the customer's contractual offer within 21 days of its receipt by Pike Brothers.
2. Every contract is concluded subject to proper and timely self-delivery of necessary goods, materials, energy, and transportation capacities to Pike Brothers. Pike Brothers will promptly inform the customer of the unavailability of products or corresponding materials. In the event of improper or delayed self-delivery, Pike Brothers may reasonably withdraw from all affected contracts, delay the delivery or performance, or make partial deliveries to the customer. The terms for customer claims apply.
3. Pike Brothers reserves the right to make technical and design deviations from descriptions and details in brochures, offers, and written documentation, as well as performance and material changes in line with technical progress, without entitling the customer to derive rights therefrom. Details regarding products (e.g., data, dimensions) are approximate and do not constitute guaranteed characteristics unless such a guarantee is explicitly made in writing.
4. Within the framework of statutory provisions, the customer may only withdraw from the contract if Pike Brothers is responsible for a breach of contract. In the case of defects, statutory rights to withdraw take precedence. In the event of a breach of duty, the customer must declare within a reasonable period upon Pike Brothers' request whether they intend to withdraw from the contract or insist on performance. The customer's unrestricted right to cancel, particularly under §§ 650, 648 German Civil Code, is excluded.

3. Delivery Times, Delivery Delays, Force Majeure

1. The scope of delivery is determined by the written order confirmation from Pike Brothers.
2. Delivery times are based on the information provided by the commissioned carrier. A binding delivery date is only valid if expressly confirmed in writing by Pike Brothers.
3. Delivery or service delays due to force majeure or events not attributable to Pike Brothers, which make delivery significantly more difficult or impossible, including strikes, lockouts, transportation delays, governmental actions, operational disruptions, supply chain disturbances, shortages of goods or materials, pandemics, epidemics, states of emergency declared by the government, wars, non-availability of a critical product, or any hindrance arising from or in connection with the customer's sphere (each referred to as an "Event"), shall not be attributed to Pike Brothers, even for agreed deadlines or dates.
4. Pike Brothers will promptly notify the customer of any Event causing delivery delays. Pike Brothers may partially deliver to the customer for already accepted orders at its discretion.
5. An Event does not entitle the customer to withdraw from affected contracts unless Pike Brothers' hindrance persists for more than three (3) months after becoming aware of it. Following this period, the customer may, after setting a reasonable grace period, withdraw from the contract for the unfulfilled part, but Pike Brothers is not liable for damages.
6. In the case of an Event, Pike Brothers may also withdraw from the contract wholly or partially concerning the unfulfilled portion. Payments made for the unfulfilled part will be refunded, but compensation for damages is excluded.
7. Pike Brothers' liability for delays or non-delivery due to its fault is determined by statutory provisions unless deviated from in Section 10 of these Terms and Conditions. A reminder from the customer is required in any case.
8. Partial deliveries are permissible if reasonable.

4. Place of Fulfillment, Transfer of Risk

1. Delivery is made EXW (Ex Works) 83075 Bad Feilnbach/Au, Germany. The place of fulfillment for delivery and any supplementary performance is 83075 Bad Feilnbach/Au, Germany. Upon the customer's request, goods may be shipped to another destination (sale by dispatch).
2. The risk of accidental loss or deterioration transfers to the customer upon pickup or delivery to the customer, or in the case of shipment, upon delivery to the carrier, freight forwarder, or other person designated to perform shipment, even if Pike Brothers bears additional costs (e.g., shipping charges) or if the customer defaults on acceptance.

5. Shipping, Retention of Delivery, Customer's Default of Acceptance

1. Unless otherwise agreed, shipping is carried out using the shipping method chosen by Pike Brothers. The shipping costs are to be borne by the customer unless otherwise specified in the contract.
2. Pike Brothers reserves the right to withhold deliveries until all claims arising from orders executed by Pike Brothers have been fully and finally settled. Additionally, Pike Brothers retains a statutory commercial right of retention regarding the products until all due claims arising from the business relationship have been fully and finally settled.
3. If the customer requests expedited shipping or express delivery, the associated costs will be borne by the customer.
4. In the event of default of acceptance by the customer, failure to cooperate, or delays caused by reasons attributable to the customer, Pike Brothers is entitled to claim compensation for damages incurred, including additional expenses such as storage costs. Pike Brothers will charge a flat-rate compensation of 0.5% of the order value per calendar week, starting from the delivery deadline or, in the absence of a delivery deadline, from notification of readiness to ship, up to a maximum of 5% of the order value, or 10% in cases of final non-acceptance. The right to claim higher damages and statutory rights, particularly reimbursement of additional expenses, reasonable compensation, and withdrawal from the contract, remains unaffected. The flat-rate compensation will be offset against further monetary claims. The customer retains the right to prove that Pike Brothers incurred no damage or only significantly less damage than the flat rate charged.

6. Prices, VAT, Set-Off, and Right of Retention

1. The prices valid on the day of delivery or invoicing shall apply. The prices listed in Pike Brothers' catalogs, brochures, and sales price lists, referred to as gross prices, are non-binding price recommendations. The prices invoiced are net prices, to which the applicable VAT will be added.
2. All prices are EXW (Ex Works) 83075 Bad Feilnbach/Au, Germany, excluding freight, transport, and packaging. For sales involving dispatch to a destination other than the place of performance, the customer shall bear the transport costs (EXW 83075 Bad Feilnbach/Au, Germany), the costs of any transport insurance requested by the customer, as well as any applicable customs duties, fees, taxes, and other public charges, unless otherwise agreed.
3. The customer may only offset claims that are undisputed or legally established. The assertion of rights to refuse performance or retain goods is limited to the same legal relationship.

7. Payment Terms

1. Invoices issued by Pike Brothers are payable within 10 days from the date of invoicing without any deductions unless otherwise agreed. Any discounts or rebates require a separate agreement.
2. The customer shall be in default 30 days after the due date and receipt of an invoice. In the event of default, Pike Brothers is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate from the due date, without prejudice to claiming further damages caused by the delay.
3. The customer shall reimburse Pike Brothers for all dunning and collection costs. In the event of default, Pike Brothers may charge a flat-rate fee of €40 net for each reminder or notification regarding the default. This flat-rate fee will be credited toward any damages incurred, provided that legal costs arise for Pike Brothers.
4. For merchants, Pike Brothers retains the right to claim statutory commercial maturity interest.
5. Pike Brothers is entitled to refuse acceptance of an order or request additional security for the customer's obligations or withdraw from the contract without setting a deadline if the entitlement to payment of the purchase price is endangered due to subsequently occurring or newly discovered circumstances, such as false creditworthiness information, enforcement measures, summons or submission of a statutory declaration of solvency, overall maturity of payment obligations due to payment default, repeated reversals of payments, filing for insolvency, or other findings indicating deterioration or imminent deterioration of financial circumstances. Any previously agreed payment terms shall no longer be valid in such cases.
6. Payments shall only be deemed received when Pike Brothers has unrestricted access to the full amount.

8. Retention of Title

Where mandatory law permits, the following provisions regarding retention of title apply:

1. The products remain the property of Pike Brothers until the customer has fully paid the respective price for these products ("retained goods"). The customer agrees to handle the delivered goods carefully and use them as intended during the retention of title.
2. During the retention period, resale is only permitted in the ordinary course of business. In the event of resale, the customer hereby assigns the claims arising from the resale to Pike Brothers, which accepts the assignment. The customer retains the authority to collect these claims, but Pike Brothers’ authority to collect the claims itself remains unaffected. Pike Brothers agrees not to collect the claims as long as the customer fulfills their payment obligations. If Pike Brothers is permitted to collect the claims under the aforementioned provisions, the customer must, upon request, provide all necessary information and documentation and notify third-party debtors of the assignment.
3. In cases of seizure, attachment, imminent attachment orders, or impending or actual insolvency filings, the customer must immediately inform Pike Brothers in writing. The customer also agrees to protect the retained goods from third-party access, prevent their removal, or separate them spatially if necessary. If the customer fails to provide immediate written notice, they (or their legal representative in the case of a legal entity) are personally liable for damages incurred by Pike Brothers under statutory provisions.
4. In the event of an insolvency filing involving the customer, Pike Brothers prohibits the resale of retained goods and the authority to collect claims. This also applies to resale and collection by the insolvency administrator.
5. In cases of the customer’s breach of duty, particularly payment default, Pike Brothers is entitled to withdraw from the contract after a reasonable grace period and demand the return of delivered products. The customer hereby permits Pike Brothers to enter their business premises at any time to reclaim retained goods. If reclamation fails, Pike Brothers may continue to assert the purchase price plus any damages claims.
6. Loss, damage, seizure, or other third-party interventions regarding retained goods or assigned claims must be reported to Pike Brothers without delay.

9. Customer Rights in Case of Defects

1. The customer’s rights in case of material or legal defects (including delivery errors, quantity discrepancies, improper installation, or defective instructions) are governed by statutory provisions unless otherwise specified herein. Consumer purchase rights and any separate guarantees, including manufacturer guarantees, remain unaffected.
2. The foundation of Pike Brothers’ liability for defects lies primarily in the agreed product specifications and intended use (including accessories and instructions). Product descriptions and manufacturer statements at the time of contract conclusion are considered agreements on specifications. If no specifications are agreed upon, statutory provisions determine whether a defect exists. Public statements by the manufacturer, especially in advertisements or on labels, take precedence over third-party statements.
3. Pike Brothers is not liable for defects known to the customer at the time of contract conclusion or those the customer grossly negligently failed to recognize. Defect claims require the customer to fulfill their obligation to inspect and notify of defects. For goods intended for installation, assembly, or further processing, the customer must inspect them before processing. Defects must be reported in writing immediately upon discovery. Obvious defects must be reported within 10 business days of delivery, and hidden defects within 10 business days of discovery. Failure to meet these obligations excludes Pike Brothers' liability for unreported defects under statutory provisions.
4. If a delivered product is defective, Pike Brothers may choose to remedy the defect (repair) or supply a defect-free product (replacement). The customer may reject this choice if it is unreasonable in a specific case. Pike Brothers retains the right to refuse remedy under statutory conditions.
5. Pike Brothers may condition defect remedies on the customer paying the due purchase price. However, the customer may withhold a proportionate amount of the purchase price corresponding to the defect.
6. The customer must allow Pike Brothers the necessary time and opportunity to remedy defects, including providing the defective goods for examination. In case of a replacement, the customer must return the defective goods to Pike Brothers as per statutory provisions but has no claim for reimbursement of return shipping costs.
7. Expenses necessary for defect examination and remedy, including transportation, travel, labor, and material costs, will be borne or reimbursed by Pike Brothers according to statutory provisions and these sales conditions, provided a defect is present. Otherwise, Pike Brothers may claim compensation for costs incurred from unjustified defect complaints if the customer knew or should have known that no defect existed.
8. In urgent cases, particularly those involving operational safety risks or disproportionate damages, the customer may remedy defects themselves and claim reimbursement for objectively necessary expenses from Pike Brothers. Pike Brothers must be informed in advance if possible. This self-remedy right does not apply if Pike Brothers is entitled to refuse remedy under statutory provisions.
9. If a reasonable period for remedy has expired unsuccessfully, is dispensable under statutory provisions, or remedy has failed (deemed failed after three attempts), the customer may withdraw from the contract or reduce the purchase price according to statutory provisions. Withdrawal is excluded for minor defects. The customer may claim damages per Sections 10 and 11 of these terms.
10. Claims for compensation for expenses made to the customer’s buyer are excluded unless the final contract in the supply chain involves consumer goods. Claims for damages or reimbursement of futile expenses due to defects are subject to Sections 10 and 11.

10. Liability

1. Pike Brothers is fully liable for intent, gross negligence, and fraudulent concealment of defects in accordance with statutory provisions. For simple negligence, liability is limited to foreseeable damages typical for the contract and only applies where a breach of duty essential to the performance of the contract occurs, such that the customer relies and is entitled to rely on its observance.
2. Pike Brothers assumes no further liability regardless of the legal basis for claims.
3. The liability limitations and exclusions do not apply to:

• claims for damages resulting from injury to life, body, or health;
• claims under the German Product Liability Act (Produkthaftungsgesetz);
• cases of fraudulent concealment of defects; or
• guarantees concerning the quality of the goods.

11. Limitation Periods

1. Claims and rights concerning defects in product deliveries, irrespective of their legal basis, have a limitation period of one year unless a longer mandatory limitation period is required by law.
2. The one-year limitation period also applies to all customer claims for damages against Pike Brothers arising in connection with a defect, irrespective of the legal basis. For damages claims unrelated to a defect, a one-year limitation period applies to Pike Brothers.
3. Exceptions to these limitation periods:

• They do not apply to intentional misconduct, fraudulent concealment of a defect, or guarantees regarding the product’s quality.
• They do not apply to damages claims:
  • due to grossly negligent breaches of duty;
  • resulting from culpable breaches of essential contractual obligations unrelated to delivering defective goods;
  • for injury to life, body, or health caused by culpable conduct;
  • under the German Product Liability Act.
• They also apply to claims for reimbursement of futile expenses.

12. Data Protection

The customer agrees to:

• refrain from unlawfully disclosing any data arising in the course of the business relationship to unauthorized third parties;
• securely protect and store such data from unauthorized access or misuse.

13. Prohibition of Sales on Platforms

1. Without prior express consent from Pike Brothers, the customer is prohibited from offering, advertising, selling, or otherwise distributing the products directly or indirectly on online marketplaces, sales platforms, or auction platforms. In the event of a violation, Pike Brothers reserves the right to withdraw from existing, unfulfilled contracts and to cease future deliveries to the customer.
2. Otherwise, the customer is not restricted from using the internet to sell the products.

14. Governing Law and Jurisdiction

1. The laws of the Federal Republic of Germany exclusively apply; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) and German international conflict-of-law provisions is excluded.
2. If the customer is a merchant, the exclusive jurisdiction is Bad Feilnbach/Au, Bavaria, Germany. Pike Brothers also retains the right to file claims at the customer’s registered location.