Terms and Conditions

Terms of Service
Standard Terms and Conditions of PETER MEYER Project Management ● Adviser GmbH

1 Determing Conditions 
  • 1.1 Our purchasing conditions apply to all present and future business relations. Diverging, additional or adverse terms and conditions of a supplier to our purchasing conditions, even knowingly, shall not become part of the contract unless we have consented to their applicability in writing. Our purchasing conditions are even valid, if we accept the delivery of the supplier unconditionally in knowledge of the non-conforming or deviating conditions from our purchasing conditions of the supplier.
  • 1.2 Modifications and amendments thereto, shall be made in writing. There are no oral side agreements.
  • 1.3 Our terms and conditions of purchase shall only be applicable vis-à-vis entrepreneurs as defined by § 14 of the German Civil Code (BGB).
2 Offer - Offer Documents - Written Form
  • 2.1 The Supplier is obliged to accept our order in writing within a period of 10 working days (Monday-Friday).
  • 2.2 We reserve property rights and copyrights over all illustrations, drawings, calculations, and other documents; these may not be made accessible to third parties without our explicit consent in writing. They shall be used exclusively for the production based on our order; they must be returned to us immediately upon fulfilment of the order and without request. They are to be kept secret from third parties, inasmuch, the provision of these purchasing conditions as stated in clause 11 shall additionally apply.
  • 2.3 Only orders placed in written form shall be legally binding. Purchase orders placed orally or by telephone require subsequent written confirmation to become legally binding.
  • 2.4 The same applies for oral agreements and changes to the contract. Orders, delivery calls and amendments and supplements hereto may also be made by remote data transfer, if such was previously agreed in writing.
3 Prices - Dispatching - Packing
  • 3.1 The price stated in the order shall be binding. If no other agreement is concluded, delivery shall include packaging 'free domicile' to the reception point stipulated by us.
  • 3.2 We are entitled to set-off and retention rights to the extent provided for by law.
  • 3.3 Each delivery shall be reported to us immediately after execution by means of a notification of dispatch. The dispatch documents must contain the data of the order including the order number, project name, position number and PMA number of the purchaser.
  • 3.4 In the case of agreed staggered consignments the remaining quantity is to be indicated.
  • 3.5 The risk of any damage, including accidental destruction or loss, shall therefore remain with the supplier until delivery to the Customer's desired delivery address or user location.
4 Correspondence - Issuing of invoices - Payment
  • 4.1 The invoice shall be sent in duplicate - not be enclosed with the goods - to the customer following delivery. The invoice must contain the stated data of the order including order number, project name, position number and PMA number of the customer. For any and all consequences arising due to non-compliance with this duty particularly such as a delay or backlog only the supplier is responsible, unless he furnishes proof that he is not responsible for these consequences.
  • 4.2 Invoices are to be submitted to us together with all related documentation and data after delivery separately and in due form. Faulty or incomprehensible invoices are considered received only upon correction or clarification.
  • 4.3 We can only process invoices if according to clause 4.1. these show the order number stated therein.
  • 4.4 Payment shall be effected net on receipt of invoice within a period of 30 days respectively within 14 days with 3% discount.
  • 4.5 Insofar as confirmations or certificates have been agreed upon, e.g. certificates of inoffensiveness, certification of origin, certificates of material testing or other documentation, they shall constitute an integral part of the delivery and shall be forwarded with the invoice to us. They must be received by us at the latest 10 days after receipt of the invoice.
  • 4.6 The term of payment shall not commence before the agreed certificate has been received.
  • 4.7 In cases of advance payments, the supplier is required to supply suitable guarantee.
  • 4.8 Deduction of discount is also permissible in case of set-off or assertion of a right of retention due to defects.
5 Delivery Schedule
  • 5.1 We make reference to the fact that the damages caused by late delivery can be significant, as among others we are held liable for high damage claims and contractual penalties due to failing the agreed delivery deadline with our customer.
  • 5.2 The delivery time stated in the order shall be binding (fixed date).
  • 5.3 Decisive for the meeting of the delivery dates or the delivery deadlines is the arrival at the stipulated receiving place and/or place of use or the punctuality of the successful receipt.
  • 5.4 The supplier shall be obliged to notify us immediately in writing should circumstances occur, or should he anticipate circumstances as a result of which the delivery time agreed upon or the deadline of performance agreed upon cannot be met.
  • 5.5 In the event of delay in delivery we shall be entitled to statutory claims. Should we claim damages, the supplier has the right to proof that he is not responsible for the breach of duty.
  • 5.6 Regardless of the legal provisions in case of late delivery we are entitled to claim a lump sum compensation for the delay amounting to 1 % of the value of the delivery for each completed week (7 calendar days) of delay whereas the maximum amount shall not exceed 10 % of the value of the delivery. The supplier has the right to provide evidence to us that no or materially less damage has arisen as a result of the delay.
6 Product and Quality Assurance - Spare Parts
  • 6.1 The supplier shall guarantee and ensure that all deliveries/services conform to the latest technical standards, the applicable legal provisions and regulations and guidelines issued by the public authorities, professional bodies and trade associations. If the vendor has objections against the type of execution desired by us, then he must immediately notify us thereof.
  • 6.2 Certifications pursuant to clause 4.5 of these purchasing conditions shall constitute an integral part of the delivery according to the stated rules.
  • 6.3 The supplier is required to carry out quality assurance of a suitable nature and scope complying with the latest state of the art and provide evidence of the same upon request.
  • The supplier shall conclude a corresponding quality assurance agreement with us, insofar as we deem this necessary.
  • 6.4 The Supplier is obliged to supply spare parts for the period of ordinary technical use, however for at least 5 years after the last delivery of the delivery item, on reasonable terms.
7 Defect investigation - Liability for defects - Guarantee
  • 7.1 We are obliged to inspect the goods within a reasonable period of time for any defects; the complaint shall be in good time insofar as it is received by the supplier within a time-limit of 5 working days (Monday-Friday) from receipt of goods at the destination or, in the case of hidden defects, from the time of their discovery. The inspection of defects is limited to obvious transportation damage.
  • 7.2 References to technical specifications, standards, product descriptions, catalogue pages, oral or written advertising material qualify as quality agreement of the goods.
  • 7.3 We shall be entitled to the statutory defect claims without restriction. Additionally we may in cases of defective or incomplete deliveries withhold payments and/or deduct own charges.
  • 7.4 If the supplier culpably does not fulfil his warranty obligation within a period set by us, we are entitled to take necessary steps/we can take or have taken by third parties the necessary measures at the supplier's expense and risk without prejudice to its warranty obligation.
  • 7.5 In exceptional cases we can corrected defects ourselves - subject to our duty to minimize damages - without prior agreement and without affecting the warranty obligation of the supplier. We can then charge the supplier for the necessary expenses. However the right to rectify a defect is limited to cases, where it is impossible to inform the supplier about the defect and the imminent damages and impossible to set him an appropriate deadline, albeit a short one, for own remedy due to particular urgency and/or otherwise likely disproportionate high damages.
  • 7.6 Liability claims by the customer are subject to a limitation period of 12 months from the time of delivery of the vessel (yacht) to the owner latest however after 24 months calculated as from transfer of risk.
  • 7.7 In the case of spare parts that could not remain in service during inspection of the defect and/or elimination of the defect, the current warranty period shall be extended by the period of operational interruption.
8 Product Liability - Indemnity - Liability Insurance Cover
8.1
  • To such extent as the supplier is responsible for product damage, he is obliged to release us from third-party damage compensation claims due to a violation of public security regulations, or on the basis of domestic or foreign product liability regulations or laws for which the supplier must answer. That is only the case insofar as the cause of the fault is within his scope of control and organization and that he is himself liable vis-à-vis third parties.
  • 8.2 Within the scope of his liability for claims in terms of clause 1 the supplier is also obligated in accordance with § 683, 670 BGB (German Civil Code) as well as § 830, 840, 426 BGB (German Civil Code) to reimburse to us any expenses which may arise from or in connection with a product recall which we may conduct. We will notify the supplier - if possible and reasonable - of the content and scope of the recall measures to be implemented and give him the opportunity to comment. Other legal claims remain unaffected.
  • 8.3 The supplier shall contract for an appropriate amount of insurance against all product liability risks including the risk of recall and forward us the insurance policy upon demand.
  • 8.4 If we are entitled to further claims for damages, these shall remain unaffected.
9 Third Party and Property Rights
  • 9.1 In the event that we shall be claimed against by a third party on account of an alleged infringement of copyright, patents or trademarks due to the delivery item, the supplier shall be obligated to indemnify us from these claims. Should claims be made by third parties the Supplier shall be immediately informed thereof. We are not entitled to acknowledge claims of third parties before having given the appropriate opportunity to ward off third party rights in other ways and means, particularly to close a contract.
  • 9.2 The supplier's duty of indemnification relates to all expenses, which accrue to us as a result of or in connection with the third party claim.
  • 9.3 In case that the service of a supplier violates the rights of a third party, the supplier shall at its own costs
  • a) provide us with the right for the use of the delivery product or
  • b) to design the delivery product such that it no longer infringes upon any rights, or
  • c) to take back the delivery product/service and reimburse our paid remuneration for this delivery.
10 Retention of Title - Provision of Materials, Tools, Parts
  • 10.1 To the extent we make parts available to the supplier, we shall retain title thereto. Processing or conversion by the supplier shall be carried out for us. If the goods subject to our retention of title are processed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value our item (purchase price plus value-added tax) to the other processed objects at the time of processing.
  • 10.2 If the item made available by us is inseparably mixed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value of the item subject to retention of title (purchase price plus value-added tax) to the other objects mixed-in at the time of the mixing.
  • 10.3 If the mixing takes place in such a manner that the item of the supplier is to be regarded as the main item, then it is deemed to be agreed that the supplier transfers co-ownership on a pro rata basis; the supplier shall preserve for us the sole or joint ownership.
  • 10.4 Retention of title on the part of the supplier: The supplier shall retain title in the delivered goods and all existing and future claims of our business relationship with the supplier until full payment of any and all liabilities under the supply agreement and other liabilities. We acknowledge the suppliers' expanded and extended retention of title.
11 Confidentiality - Subcontracting
  • 11.1 The supplier shall exercise the greatest discretion in regards to the content of the concluded contract entered into between us and the contractor and all further illustrations, drawings, calculations and other documents provided by us. 
  • 11.2 They shall only be made accessible to such persons or companies necessarily requiring the information in order to execute the contract.
  • 11.3 The supplier shall also impose this obligation on its own employees and any third parties employed by him. 
  • 11.4 The supplier is not permitted to maintain direct contact with our clients. In particular it is not permitted to offer services covered by the contract directly to a client. In the case of a breach of obligations deriving from this clause a contractual penalty of € 50,000 is agreed for each individual case under exclusion of continuation of offence.
12 Place of Jurisdiction - Place of Fulfilment
  • 12.1 If the supplier is a merchant, the venue of jurisdiction is to be the legal domicile of our company; we may, however, proceed legally against the supplier at his local court.
  • 12.2 Unless expressly agreed otherwise, the place of fulfilment for delivery obligations is our desired delivery address or place of use; for all other obligations for both parties it is our main place of business.
13 Final Provisions
  • 13.1 Should individual clauses of these general purchasing conditions be ineffective, this does not prejudice the effectiveness of the other provisions.
  • 13.2 The personal data of the supplier will be treated by us according to the federal law of data protection.
  • 13.3 Should the supplier discontinue his payments or insolvency proceedings against his assets or judicial or extra-judicial composition proceedings are applied for, we are entitled to withdraw from the contract.
  • 13.4 The law of the Federal Republic Germany exclusively applies with exclusion of the UN uniform law for international sales (CISG) of 11.04.1980.
  • 13.5 All agreements shall require the written form; this shall also apply to the annulment of the written form requirement.

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