GTCT

(Note: This is a translation of the German version. In cases of uncertainty or contradict the German version shall prevail.)

§ 1.0 Note

§ 1.1 All services of PRIORIT as well as offers, acknowledgements of orders and invoices base on these sales conditions. Exclusion of their validity in whole or in part can only be excluded by express agreements at each single business transaction.

§ 1.2 The GTC of contract and business, and particularly, the Purchaser’s terms of purchasing shall not apply to PRIORIT’s deliverables and services, unless they are expressly accepted by PRIORIT in writing. They do not bind PRIORIT even if PRIORIT does not specifically object to them in individual cases. Provided that the Purchaser does not object to the application of these GTC of sale within one working week of the conclusion of the contract, PRIORIT‘s GTC of sale shall be deemed to have been accepted in full and without reservation. Acceptance of PRIORIT‘s deliverables and services shall in all cases constitute acceptance of PRIORIT‘s GTC without reservation and waiver of the Purchaser‘s own standard terms and conditions. The same applies to the payment of the deposit and the first instalment by the Purchaser.

§ 2.0 Definitions

In sense of these sales conditions seller, service provider, assembler and so on is always PRIORIT and “Orderer” is the buyer or receiver of services.

“Goods” are always subject of the contract which are delivered by PRIORIT to the Orderer or earmarked for collection by him.

“Manufacturing” resp. in view of “manufactured” goods is always meant the intermixture, manufacturing or joining of the good with another movable or unmoveable item.

“New goods” are always goods originate anew by manufacturing with another movable or unmoveable item.

§ 3.0 General

§ 3.1 All offers are free unless otherwise agreed. Orders concerning their kind and volume of deliveries are only binding to PRIORIT at confirmation by PRIORIT. The obligation to delivery comes up by written confirmation of order acceptance, excluding the implied confirmation of order by immediately delivery. The acknowledgements of PRIORIT are also binding without signature. Alterations and supplements of contracts need a written form in any case.

§ 3.2 Reasonable technical and constructional deviations in brochures, catalogue, advertisings, index and written documents as well as model, constructions and material alterations for the technical progress and other development are reserved. No rights are able to deduce from that alterations against PRIORIT.

§ 3.3 The right of expecting partial deliveries and their invoicing is expressively reserved by PRIORIT.

§ 4.0 Prices

§ 4.1 Prices given in PRIORITs’ current price list are net and ex works or ex warehouse and are only valid for asked volume. Prices mentioned at singing of a contract are valid for a period of 4 months, after that period current prices are valid.

§ 4.2 For deliveries intra-community PRIORIT invoices without VAT, in the case that the Value Added Tax Identification Number (VAT ID) of the Orderer was given in advance. Deliveries inside Germany are invoiced according to law prescribed amount. Indications of prices in the current price lists are excluded VAT.

§ 4.3 The prices are always ex works; freight, packaging and insurance extra. PRIORIT package under observation of individual technical and constructional characteristics of goods.

§ 5.0 Payment conditions

§ 5.1 Payments with release action should be transferred direct to PRIORIT. Representatives have no authority to collect.

§ 5.2 The invoices for goods as well as for services are payable immediately and without deduction. Variant agreements need a writing form.

§ 5.3 In the case of delay in payment PRIORIT invoices 9 % p.a. default interests of invoice value which are higher compared to the current valid base rate of the European Central Banc. The right for assertion of a damage going further stay unaffected. Should an Orderer come into delay in payment with one of the invoices, all other outstanding accounts of PRIORIT have to be paid immediately.

§ 5.4 PRIORIT is entitled to charge Orderers’ payment to begin with older commitments. Are there costs and interests accrued in the past, then PRIORIT is entitled to account on payment first to the cost, continue with interest and at last on the main payment.
The settlement of agreed partial payment is at first possible with service costs, then with equipment and at last with articles.

§ 5.5 The Orderer have the right of set-off, only when his counterclaims are ascertained as legally valid or indisputable. The Orderer is legitimated to claim for the right of retention insofar his counterclaim base on the same contractual relationship. PRIORIT reserves the right to reject suitable currency of accepted bill of exchange and claiming on immediate payment without indication of reasons.

§ 5.6 When after signing of a contract troubles concerning low credit-worthiness of the client come out, so PRIORIT is entitled to withdraw from the contract in whole or in part, as long as the Orderer does not clarify of adequate safety bonds.

§ 6.0 Service resp. assembling

§ 6.1 For services resp. assembling of build-in/build-up systems, assembling or build-up of door/partition wall systems and distribution cabinets as well as for each kind of assembling work, PRIORIT invoices in accordance with corresponding confirmation of order either flat or at costs (assembling and technician hours).

§ 6.2 The Orderer has to guarantee entrance to arranged assembling places as well as free ways to them. The Orderer has to bear costs caused by assembly losses due to a difficult or impossible entrance – for whatever reason.

§ 6.3 Seminars, trainings and speeches arranged for and by PRIORIT are invoiced either flat or at costs.

§ 7.0 Reservation of proprietary rights

§ 7.1 Delivered goods remain property of PRIORIT until all of the Orderer’s accounts resulting from the business relationship with him have been settled.

§ 7.2 Pledge of goods or chattel mortgage by the Orderer while remaining of property is forbidden. A resale is only allowed to resellers in ordinary transaction and under condition that the equivalent value of delivered goods is paid to the Orderer. The Orderer has to arrange with his customer that he acquires property only by payment.

§ 7.3 It is allowed to the Orderer to process the goods with other movable or unmoveable items. Processing of goods is made for PRIORIT and new goods developed by processing are coffered by the Orderer with an attention of an ordinary merchant.
Processing of the goods with items non-belonging to PRIORIT, PRIORIT obtains co-property on new goods at an amount equal to the value of used goods compared to the value of other processed items while processing. The Orderer and PRIORIT are in agreement about obtaining co-property by PRIORIT on new goods at an amount equal to the value of used goods compared to the value of other processed items while processing provided that the Orderer acquired property.

§ 7.4 In the event of the sale of the goods or new goods, the Purchaser hereby assigns to PRIORIT, by way of security and without the need for further special declarations, its claim against the Purchaser arising from the resale, including all ancillary rights. The assignment shall include any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by PRIORIT. The portion of the claim assigned to PRIORIT shall be satisfied with priority.

§ 7.5 Assuming that the Purchaser combines the goods or the new goods with real or moveable property, they shall, without the need for further special declarations, also assign to PRIORIT, by way of security, their claim and all ancillary rights to which they are entitled as remuneration for the combination in the ratio of the value of the goods or the new goods to the other combined items at the time of the combination.

§ 7.6 The Orderer is authorised for collection of assigned accounts mentioned in § 7 (Reserved Property) – until withdrawal. The Orderer will immediately pass payment of assigned accounts at an amount of assured debts through to PRIORIT. PRIORIT is entitled to countermand Orderer’s collecting authorisation in the case of an important reason especially at delay in payment, stoppage of payment, initiation of insolvency proceedings, protest of a bill, valid clues for overextension or threat of Orderer’s bankruptcy. Furthermore, PRIORIT is able to reveal assignments of security, to commercialise assigned receivables as well as to claim that assignments of security will be revealed by the Orderer to his customers after previously threaten and observed a suitable period of time.

§ 7.7 To show probably cause of a legitimate interest the Orderer has to furnish particulars and deliver necessary documents to PRIORIT to assert his rights against his customers.

§ 7.8 The Orderer has to inform PRIORIT immediately about distraints, confiscation or any regulations by third parties.

§ 7.9 PRIORIT will release a corresponding part of rights of security due to Orderer’s demand as far as the realised values of all rights of security due to PRIORIT, exceeds the amount of all assured claims above 10 %. However, PRIORIT has a choice between different rights of security for release.

§ 7.10 PRIORIT is entitled to claim on return of goods resp. new goods and/or withdrawal from contract also without fixing of a deadline at breach of duty by the Orderer especially at delay in payment. The Orderer is obliged to return goods immediately. There isn’t a letter of resignation of PRIORIT at a call for return of goods or new goods, unless it is expressly declared.

§ 8.0 Delivery

§ 8.1 If the goods are shipped to the ordering or a third party at the Purchaser‘s request, the risk of accidental loss or deterioration of the goods shall pass to the Purchaser upon leaving the PRIORIT factory (factory kerbside). This provision shall apply regardless of whether the goods are dispatched from the place of performance or who bears the freight costs. If no shipment is made and the goods are collected by the customer, the risk shall pass to the customer upon provision and notification of readiness for collection.

§ 8.2 Delivery times indicated by PRIORIT are approximately and non-binding, unless they were expressly arranged as binding.

§ 8.3 The delivery date is fulfilled when the purchased items have left the plant on the mentioned delivery date or the readiness for dispatch was communicated to the Orderer.

§ 8.4 The obligation to deliver is subject to correct and timely delivery by PRIORIT‘s subcontractors, provided that PRIORIT has concluded a congruent hedging transaction and that PRIORIT is not responsible for the non-delivery or delay. Liability for delays or failures in delivery due to late or incorrect delivery by our suppliers is therefore excluded, provided that PRIORIT has fulfilled its due diligence in this regard. In the event of unforeseen obstacles beyond the control and influence of PRIORIT, the delivery period shall extend accordingly, irrespective of whether they occur at PRIORIT‘s or its subcontractors‘ premises (e.g. operational disruptions, delays in the delivery or shortages of essential raw materials etc.). This shall particularly apply in cases of force majeure, government measures, failure to obtain official approvals or industrial disputes of any kind such as riots, strikes and sabotage. This provision shall also apply if unforeseen events occur during a delay that has already commenced. In this case, any grace period set by the Purchaser shall also be extended by the duration of the unforeseen event.

§ 8.5 If the Purchaser does not accept the goods, it shall be in default of acceptance from the time of non-acceptance. In that case. PRIORIT shall be entitled to first set a grace period of 14 days and then to insist on performance of the contract or to withdraw from the contract and claim damages amounting to 25% of the purchase price. However, PRIORIT reserves the right to claim any higher damages if appropriate evidence is provided. Compensation to the aforementioned amount shall be excluded if the Purchaser proves that PRIORIT incurred less damage in the specific case. This claim is considered a contractually agreed compensation, not a contractual penalty. The Purchaser shall bear the risk of accidental loss of the goods for the period between the agreed and actual delivery dates.

§ 9.0 Liability

§ 9.1 PRIORIT shall only be liable in cases of intent or gross negligence on the part of PRIORIT or a representative or vicarious agent in accordance with statutory provisions. Otherwise, in accordance with the Product Liability Act, PRIORIT shall only be liable for causing a danger to life, limb or health or for culpable breach of essential contractual obligations. However, claims for damages arising from such breach of essential contractual obligations shall be limited to the foreseeable damage typical for this type of contract. PRIORIT‘s liability shall also be limited to the foreseeable damage typical for this type of contract in cases of gross negligence, provided that none of the exceptions listed in Section 9.2, sentence 2 apply.

§ 9.2 Liability for damage caused by the delivery item
Liability for damage caused by the delivery item to the Purchaser‘s legally protected rights including damages to other items is excluded, unless the damage is due to intentional or grossly negligent behaviour on our part, on the part of our legal representatives or our vicarious agents. Liability remains unaffected in the event of damage resulting from danger to life, limb or health, as well as in the event of claims under the Product Liability Act. PRIORIT shall only be liable for damage caused by simple negligence in the event of a breach of essential contractual obligations (cardinal obligations). If so, liability is limited to typical, foreseeable damages.

§ 9.3 Scope of application of the liability provisions
Regardless of the legal basis, the provisions of Sections 9.1 and 9.2 above apply to claims for damages in addition to performance and claims for damages in lieu of performance, in particular due to defects, breach of obligations arising from the contractual relationship or from tort. They also apply to claims for reimbursement of futile expenses. However, liability for delay shall be determined in accordance with the specific statutory provisions.

§ 9.4 A change of evidence for disadvantage of the Orderer isn’t connected with above-mentioned regulations.

§ 9.5 An exclusion or limitation of a liability by PRIORIT also applies to personal liability of employees, workers, representatives and subcontractors.

§ 10.0 Warranty

§ 10.1 The Purchaser‘s warranty rights presuppose that it has duly fulfilled its obligations to inspect and give notice of defects in accordance with Sections 377 of the German Commercial Code (HGB). If the Purchaser discovers obvious faults or defects during the receiving inspection to be carried out immediately, these faults or defects must be reported to PRIORIT promptly but at the latest within 6 days of receipt of the goods. If it fails to comply with these inspection and notification obligations or fails to do so in a timely manner, it shall no longer be entitled to any warranty rights against PRIORIT in this regard.

§ 10.2 If the delivered goods have a defect that was already present at the time of transfer of risk and the Purchaser has reported this defect in good time, PRIORIT shall be entitled, at its own discretion, to remedy the defect or deliver replacement goods. PRIORIT must always be given the opportunity to remedy the defect within a reasonable period of time.

§ 10.3 When the supplementary performance fail, the Orderer is able to withdraw from contract or reduce the payment without any claim of damages. The Orderer cannot insist on replacement for vain expenses. Consent of PRIORIT might be asked before any return of goods.

§ 10.4 Claims for defects of a minor difference of the arranged quality, of a minor detraction of usage, of natural wearout as well as damages developed after transfer of perils as a result of incorrect or careless handling, immoderate strain, unsuitable fittings, defective building, unsuitable ground or due to special external influences not assumed by contract are not accepted; likewise is valid for improper of reinstatement works, changes or those consequences carried out by the Orderer or third parties.

§ 10.5 PRIORIT does not guarantee that permissions of fire prevention meet Orderers’ requirements. The guarantee become invalid, should the serial number, type designation or similar labels be defaced.

§ 10.6 Assertion of claims by the Orderer is excluded for necessaries used for supplementary performance, especially carriage, freight, labour and material costs; as far as the necessaries increase by reason of delivered goods have been placed subsequently to another place by the Orderer or at his demand and it was not his branch office – unless the transfer correspond to designated use of goods.

§ 10.7 Claims of recourse by the Orderer against PRIORIT are only valid when the Orderer and his customer have no agreements exceeded law prescribed claims for defects.

§ 10.8 The Purchaser shall not be entitled to any further claims for defects against PRIORIT and its vicarious agents, or to claims other than those regulated herein.

§ 10.9 The assignment of any warranty claims of the Purchaser against PRIORIT is excluded.

§ 10.10 PRIORIT shall transfer any further warranty and guarantee commitments made by manufacturers to the customer in full, without assuming any liability itself.

§ 10.11 If investigating a notification of defects reveals that there is no warranty claim, PRIORIT shall be entitled to demand reimbursement of all expenses incurred in connection with the investigation. The costs of inspection and repair will be charged at PRIORIT‘s current service rates.

§ 10.12 Only persons authorised by PRIORIT are permitted to carry out repairs.

§ 11.0 Limitation period

§ 11.1 Regardless of the legal basis, the Purchaser may raise claims or exercise its rights against PRIORIT due to possible defects in the goods for no longer than one year. However, this shall not apply in the cases of Section 438,1,1 of the BGB (legal defects in immovable property), Section 438,1,2 of the BGB (buildings, items for buildings), Section 479,1 of the BGB (right of recourse of the contractor) or Section 634a,1,2 of the BGB (buildings or work whose success consists in the provision of planning or supervision services for this purpose). The periods specified in the preceding sentence 2 are subject to a limitation period of three years.

§ 11.2 The limitation periods pursuant to Section 11.1 sentence 1 shall also apply to all other claims for damages against PRIORIT.

§ 11.3 The limitation periods pursuant to sections 11.1 and 2 shall apply with the following proviso:
In the event of proven intentional action on the part of PRIORIT or in the event of a breach of a guarantee assumed by PRIORIT, the statutory limitation provisions shall apply. Neither shall the limitation periods apply if PRIORIT has fraudulently concealed a defect. If PRIORIT has fraudulently concealed a defect, the statutory limitation periods that would apply in the absence of fraudulent intent shall apply in place of the periods specified in paragraph 1, excluding the extension of the period in the event of fraudulent intent pursuant to Sections 438,3 and 634a,3 of the BGB, unless another exception under this paragraph 3 applies. Neither shall the limitation periods apply to claims for damages in cases of danger to life, limb, health or freedom, to claims under the Product Liability Act, in the event of a grossly negligent breach of duty or a breach of essential contractual obligations.

§ 11.4 Beginning of a limitation period for all claims is the delivery of the goods resp. readiness for collection or acceptance of works services.

§ 11.5 As far as not expressly mentioned, conditions prescribed by law remain intact over the beginning of limitation, escapement of progress, escapement and restart of period.

§ 11.6 The above provisions do not imply any change in the burden of proof to the detriment of the Purchaser.

§ 12.0 Third party rights

§ 12.1 PRIORIT does not assume liability that product covered by contract injury industrial trade marks rights or copyrights of third parties. The customer has immediately to inform PRIORIT about all claims against him resulting from mentioned reason.

§ 12.2 As far as delivered products were manufactured according to the Orderers’ blueprints or his instructions, the Orderer has to release PRIORIT from all claims which could be claim by third parties due to injury of industrial trade marks rights and copyrights. Any legal costs are adequately to be advanced.

§ 13.0 Data protection

§ 13.1 The Orderer gives his explicit agreement for processing of data become known in connection to contract relations with
PRIORIT and necessary data for processing of order.

§ 13.2 Personal data of the Purchaser and its buyers will be processed by PRIORIT in accordance with the provisions of the General Data Protection Regulation (GDPR). The data is collected and stored exclusively for the purpose of processing the order, managing customer relations and fulfilling our contractual obligations.
Data is stored and processed on the basis of section 6,1,b of the GDPR for the fulfilment of the contract and on the basis of our legitimate interest pursuant to section 6,1,f of the GDPR for customer information about future product offers and services. Purchasers may request information about their stored data at any time and have the right to correction, deletion and restriction of processing.

§ 13.3 PRIORIT saves and uses Orderers’ personal data for commercial transaction of deliveries or services as well as using them within the framework of purposes of the closed business.

§ 14.0 Additional agreements

§ 14.1 All promises and agreements as well as by phone and by telegraphic or by telex arranged between PRIORIT and the Orderer which contradict above-mentioned conditions or exceed those as well as alterations of any kind especially payment conditions, need a written conformation by PRIORIT for being accepted. That applies especially to any additionally oral agreements of representatives of PRIORIT or to any alterations or exclusions of our GTCT.

§ 14.2 Should a condition of that GTCT or a condition of supplementary agreements being or become invalid, so other conditions remain intact.

§ 15.0 Place of jurisdiction

§ 15.1 These conditions and the entire right relations of all parties are subject to the right of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG)

§ 15.2 The exclusive local place of jurisdiction for kind of coflicts – as well as documents and bill lawsuits – shall be the Land- bzw. Amtsgericht Hanau (Hessen), Germany, depending on the subject matter of the dispute.

Last updated: January 2025