Terms and Conditions
All supplies of product and services from Protelion are based on these terms and conditions. These conditions shall be deemed to have been accepted at the latest upon receipt of the goods. Conflicting terms and conditions of business and purchase of the buyer are only accepted if they have been expressly agreed in writing. Ancillary agreements and additions to the contract are not legally effective unless they have been confirmed in writing by Protelion GmbH.
Our offers are non-binding. A contract is only concluded when Protelion GmbH confirms an order of the buyer in writing or by telex. The same applies to additions, changes or side agreements. Protelion GmbH reserves the right to confirm the conclusion of a contract by invoice. Dimensions, drawings, illustrations etc. are not binding. Cost estimates can be exceeded or undercut by 15%. Improvements or changes to the service are permissible insofar as they are reasonable for the buyer taking into account the interests of Protelion GmbH. In the case of Service and development orders, a written deadline and price commitment shall be considered as a non - binding target date/ target price and not as a binding commitment, as unforeseeable changes in deadlines and prices may occur.
All prices are exclusive of value added tax valid on the day of delivery. Shipping by prepayment or cash on delivery is expressly reserved for all services.
Delivery and performance time
All delivery agreements must be in writing. Delivery periods begin with the date of the order confirmation by Protelion GmbH. All delivery obligations are subject to our own timely delivery. Partial deliveries and partial services are permitted. In the case of delivery contracts, each partial delivery and partial service shall be considered as an independent service. Delay in delivery does not occur in the event of events that make delivery considerably more difficult or impossible for the seller. This includes operational disruptions, force majeure, strikes, etc., regardless of whether they occur in the supplier's own company, that of the supplier or sub-supplier. In these cases, the buyer cannot claim damages for delay or compensation for non-performance. In the case of a delay in delivery or performance for which Protelion GmbH is not responsible, Protelion GmbH is entitled to postpone the delivery or performance by the duration of the hindrance plus a period of 2 months, or to withdraw from the contract in whole or in part because of the not yet fulfilled part. In the event of a delay in delivery for which Protelion GmbH is responsible, merchants shall only have the right to withdraw from the contract to the exclusion of claims for damages.
Dispatch and transfer of risk
All risks shall pass to the purchaser as soon as the goods have been handed over to the person carrying out the Transport or the goods have left the warehouse of Protelion GmbH for dispatch. However, Protelion GmbH insures the goods at the expense of the buyer if the buyer requests written insurance of the goods. In the case of shipments to Protelion GmbH, the consignor bears any risk, in particular the transport risk until the goods arrive at Protelion GmbH, as well as the entire transport costs.
Depending on the agreement, the invoices are payable by prepayment, cash, cash on delivery, cash on delivery settlement cheque, cash on delivery euro cheque or self-collection, unless otherwise agreed. All payments are generally credited to the oldest debt, regardless of the buyer's provisions to the contrary. If costs of recovery and interest have already been incurred, the payment will be credited first to the costs, then to the interest and finally to the main claim. The buyer is only entitled to set-off, retention or reduction if the counterclaims have been legally established or are undisputed. Partial deliveries or partial services may be invoiced separately. A payment shall only be deemed to have been made if the amount of the claim has been credited to the bank account of Protelion GmbH. The same applies to the redemption of cheques. If the buyer does not meet his payment obligations, ceases his payments or a Bank does not cash a cheque, Protelion GmbH is entitled to immediately withdraw from the delivery contract without special prior notice. In these cases, all claims of Protelion GmbH against the buyer are immediately due in an amount without special requirements. The same applies if Protelion GmbH becomes aware of other circumstances that call into question the creditworthiness of the customer. If Protelion GmbH continues to adhere to the contract, it is entitled to demand advance payment, bank guarantee or security. Protelion GmbH has the right to exclude the buyer in default from further delivery, even if corresponding delivery contracts have been concluded. From the time of default, Protelion GmbH is entitled to charge interest in the amount of the interest rate calculated by the commercial banks for open overdrafts. The buyer shall bear the entire costs of recovery, any court costs and enforcement costs. Protelion GmbH is entitled to assign its claims.
Protelion GmbH reserves the ownership of the delivered goods and services until full payment of all claims against the buyer arising from the business relationship or still arising, regardless of type and legal reason. In the case of a current invoice, the reserved property shall be considered as security of the balance claim.
The processing of the goods delivered by Protelion GmbH and still owned by Protelion GmbH takes place on behalf of Protelion GmbH, without any liabilities for Protelion GmbH arising from this. In the case of installation into third-party goods by the buyer, Protelion GmbH becomes co-owner of the newly developed products in the ratio of the value of the goods delivered by them to the third-party goods used. If the goods delivered by Protelion GmbH are mixed or combined with other items, the buyer hereby assigns his title or title to the goods delivered by Protelion GmbH. Co-ownership rights in the mixed inventory or the new item and shall store it free of charge with the necessary care for Protelion GmbH. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges and transfers by way of security are inadmissible.
The claims arising from the resale or any other legal reason (insurance/ tort) with regard to the goods subject to retention of title (incl. the seller hereby assigns the full amount of all balance claims from current accounts to Protelion GmbH as security. Protelion GmbH revocably authorizes the buyer to collect the claims assigned to them for their account in its own name. The direct debit authorisation can only be revoked if the buyer has not properly fulfilled his payment obligations. In the event of access by third parties to the goods subject to retention of title, the buyer shall point out the ownership of Protelion GmbH and notify them immediately. The buyer shall repel access by third parties. In the event of default in payment, in particular by non-payment of cheques, Protelion GmbH is entitled, without the existence of appropriate judicial titles or authorizations, to take the goods subject to retention of title upon assertion of the retention of title upon entering the business premises by agents who have to legitimize themselves accordingly. The buyer shall bear the costs of removal in full. If a cheque is not cashed, the buyer undertakes to return the goods received to the remaining extent to Protelion GmbH at his own expense and risk at the request of Protelion GmbH. The withdrawal and attachment of the goods subject to retention of title by Protelion GmbH shall not constitute a withdrawal from the contract, unless the law on payment of the instalment applies. If the value of the Securities withheld exceeds 25%, Protelion GmbH shall, at the request of the purchaser, release securities of its choice. The buyer bears the burden of proof that the Securities withheld exceed 25%.
Insofar as programs are included in the scope of delivery, the buyer is granted a simple, unlimited right of use for them, i.e. he may neither copy them nor leave them to others for use. A multiple right of use requires a special written agreement. In the event of a breach of these rights of use, the Purchaser shall be liable in full for the resulting damage.
Other Claims For Damages
Protelion GmbH shall only be liable for claims for damages arising from positive breach of contract, tort, organisational fault, fault at the time of conclusion of the contract if intent or gross negligence is a burden on Protelion GmbH or its vicarious agents.
For these terms and conditions as well as the entire legal relationship between Protelion GmbH and the buyer, the law of the Federal Republic of Germany is considered to be mandatory. Other national rights, as well as the uniform international sales law (EKA, EKAG, respectively from 17.07.1973) are excluded. Insofar as the buyer is a registered trader within the meaning of the German commercial code (HGB), a legal entity under public law or a public special fund, Berlin shall be agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationship. Should any provision in these terms and conditions or any other provision within the framework of other agreements be invalid, this shall not affect the validity of all other provisions or agreements.