General Terms and Conditions
of Pyramid Computer GmbH (Pyramid)

Status 01.07.2023

1. general

These General Terms and Conditions (GTC) apply to the entire business relationship with contractual partners of Pyramid who are entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter: contractual partners). The GTC of Pyramid apply exclusively to the entire business relationship. The terms and conditions of the contractual partner are not recognized unless Pyramid has expressly agreed to them in writing.

2. conclusion of contract

2.1 Offers from Pyramid are non-binding, unless they are expressly designated as binding. The contract with Pyramid is concluded by the written order confirmation or by delivery of the products. Only the order confirmation from Pyramid is authoritative for the content of the contract.

2.2 Errors in telephone or electronic transmission shall be borne by the party using the transmission device (e.g. the caller).

2.3 Pyramid reserves all rights to cost estimates, diagrams, drawings, technical illustrations and explanations. They may not be reproduced or disclosed to third parties without the prior written consent of Pyramid .

2.4 The contractual partner is obliged to provide truthful information when registering. If the contractual partner's data changes, in particular name, address, e-mail address, telephone number or bank details, the contractual partner is obliged to inform us of this change immediately. If he fails to provide this information or provides incorrect data from the outset, Pyramid reserves the right to withdraw from the contract or to claim damages. The withdrawal will be declared in writing. The contractual partner must ensure that the e-mail address provided by him can be reached from the time it is provided, and that the receipt of e-mail messages is not excluded due to forwarding, closure or overfilling of the e-mail account.

3rd delivery

3.1 The delivery periods stated by Pyramid in the order confirmation are non-binding. The delivery period does not begin before receipt of the documents, approvals and releases necessary for the execution of the contract, insofar as these are to be provided by the contractual partner. If shipment of the products has been agreed, the delivery dates refer to the time at which the products leave the warehouse of Pyramid or the contractual partner is notified that the products are ready for shipment. Delivery shall only take place after receipt of an agreed down payment by the contractual partner.

3.2 Unforeseen obstacles to delivery (e.g. labor disputes, late self-supply, strikes, energy supply difficulties, pandemics, force majeure, etc.) for which Pyramid is not responsible shall entitle Pyramid to extend the delivery period for the duration of the disruption. Pyramid shall inform the contractual partner immediately of any unforeseen obstacles to delivery. The contractual partner is not entitled to withdraw from the contract in such a case. If it is not foreseeable that Pyramid will be able to provide the service within a reasonable period of time, but at the latest within four (4) months, Pyramid and/or the contractual partner may withdraw from the contract by immediate written notification. The same applies if the impediments still exist after the expiry of three (3) months since the notification of Pyramid . If the reasons for the impediment were already recognizable for Pyramid at the time of the conclusion of the contract, Pyramid is not entitled to withdraw from the contract.

3.3 Pyramid is entitled to make partial deliveries to a reasonable extent if the partial delivery can be used by the contractual partner within the scope of the contractual purpose, the delivery of the remaining ordered products is ensured and the contractual partner incurs neither significant additional work nor additional costs as a result.

3.4 All deliveries are EXW Freiburg im Breisgau (Incoterms 2020).

4. reservation of title

4.1 The goods shall remain the property of Pyramid until full payment has been made. The retention of title extends to the satisfaction of all claims arising from the business relationship; this also applies to products which the contractual partner has not already paid for in full prior to delivery. The reserved goods therefore secure the respective balance. The contractual partner assigns its claims from resale or other legal grounds (e.g. insurance, tort) in advance to Pyramid . Pyramid hereby accepts the assignment. In the case of a resale with own or third party items, the assignment is only made in the amount of the purchase price claim of Pyramid.

4.2 The contractual partner is authorized to resell the goods in the ordinary course of business as long as he is not in default. He may neither pledge the delivered goods nor assign them as security. Third-party rights that could affect the reserved goods must be notified to Pyramid prior to delivery.

4.3 If the goods subject to retention of title are combined or further processed with other items, the retention of title shall continue to apply to the processed item to the extent described (expanded and extended). Pyramid shall thereby acquire a co-ownership share in the ratio of the value of the goods subject to retention of title (invoice value) to the value of the other combined items. If one of the combined items is to be regarded as the main item, the contractual partner transfers co-ownership to Pyramid in the ratio of the value of the products delivered by Pyramid (invoice value) to the value of the other combined items. The contractual partner shall store the new item free of charge with regard to the co-ownership share of Pyramid . If the reserved goods are resold as part of the new item, the agreed advance assignment shall only apply to the amount of the invoice value of the reserved goods.

4.4 The contractual partner shall remain entitled to assert claims from resale against third parties in its own name. This collection authorization is revocable and expires when the contractual partner is in default. At Pyramid's request, the contractual partner shall disclose the assignment and provide Pyramid with the information and documents required for the collection of the claims.

4.5 The contractual partner must notify Pyramid immediately of any access by third parties to the goods subject to retention of title, including assigned claims. Damages arising from the breach of the duty of notification, e.g. due to delayed or omitted third-party action, shall be borne by the contractual partner, insofar as he is responsible for this.

4.6 Pyramid undertakes to release securities at its own discretion as soon as their realizable value exceeds the outstanding claims of Pyramid by more than 10%.

4.7 If the law of the country in which the products are located does not permit the agreement of a reservation of title or only in a limited form, Pyramid may reserve other rights to the products. The contractual partner is obliged to cooperate in all necessary measures for the realization of the retention of title or the other rights which take the place of the retention of title and for the protection of these rights.

Price

5.1 Unless otherwise agreed, the respective valid list prices (net, excl. VAT) shall apply. If the delivery date is more than four months after the order, the list prices valid at the time of delivery shall apply. In the absence of a list price, the price stated in the order confirmation at that time shall apply.

5.2 All prices are ex warehouse excluding packaging, transportation and insurance.

5.3 Prices are generally in EUR, even without any special addition, unless otherwise stated in the order confirmation.

6. payment

6.1 Invoices are due immediately upon receipt of the goods.

6.2 Deductions are not permitted unless they have been expressly agreed in writing with Pyramid . Conflicting trade practices are waived. The contractual partner may only offset against claims of Pyramid with counterclaims or withhold payments due to counterclaims insofar as the counterclaims are undisputed or have been legally established or are in a reciprocal relationship with the claims of Pyramid .

6.3 Incoming payments shall be credited against all due claims in the order in which they arise. The right of the contractual partner to make unilateral repayment provisions is waived for the entire contractual relationship.

6.4 If the contractual partner defaults on payment of a claim, Pyramid shall charge interest on arrears at a rate of nine (9) percentage points above the prime rate for the duration of the default.

6.5 Default occurs with a reminder, but at the latest on the 30th day after the due date and receipt of an invoice or equivalent payment schedule. The date of receipt in the account of Pyramid shall be decisive for the date of payment.

6.6 Notwithstanding Clause 6.4, Pyramid is entitled to provide evidence of higher damages caused by delay.  

7. transfer of risk

7.1 Irrespective of the place of performance, the statutory rules on sales shipment shall always apply to deliveries from Pyramid . The risk of accidental loss and accidental deterioration of the goods shall be borne by the contractual partner from the time of handover to a suitable transport person. The agreement of carriage paid delivery in individual cases does not change this. If the contractual partner is in default of acceptance, the risk shall already pass upon notification of readiness for shipment.

7.2 Return shipments are at the risk of the buyer, unless he exercises a statutory warranty right.

8. warranty for defects

8.1 The limitation period for the statutory warranty for material defects is limited by Pyramid to one year, calculated from delivery.

8.2 Deliveries must be inspected immediately upon receipt. Obvious defects must be reported immediately in writing to Pyramid . Defects that are not immediately recognizable must be reported in writing immediately upon discovery. If this obligation is neglected, the warranty for them is excluded.

8.3 If there is a defect in the purchased item, Pyramid has the right to supplementary performance, at its own discretion by remedying the defect (rectification), or delivery of a defect-free item (subsequent delivery). Pyramid can refuse supplementary performance if it is associated with disproportionate costs. The rectification of defects takes place at the place of business of Pyramid. On-site service deviating from this shall only take place by special agreement. The expenses necessary for the purpose of subsequent performance, in particular transport, labor and material costs, shall be borne by Pyramid; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.

8.4 The goods intended for return must be properly packaged. Transport damage caused by improper packaging shall be borne by the contractual partner.

8.5 If the rectification fails or if Pyramid refuses to rectify the defect, the contractual partner may withdraw from the contract or reduce the purchase price by declaring this to Pyramid .

9. and VerpackG

9.1 Take-back obligation according to ElektroG

Pyramid fulfills its take-back obligation according to ElektroG. The customer can find the relevant form at the following link
https://pyramid -computer.com/service-support/wee-ear-registration/

9.2 Regulation regarding drop shipments

If the customer passes on goods supplied by Pyramid to commercial third parties, it is the customer's duty to oblige the commercial third party to dispose of the goods properly in accordance with the statutory obligations after the end of use at the third party's expense. If the goods are passed on again, the customer must be obliged to do so. If third parties to whom goods supplied by Pyramid have been passed on have not been obliged by the customer to contractually assume the disposal obligation and to continue the obligation, the customer shall be obliged to take back the goods supplied by Pyramid after the end of use at his own expense and to dispose of them properly in accordance with the statutory provisions. The customer is obliged to document the proper further obligation. He must be able to prove the further obligation to Pyramid at any time.

9.3 Suspension of the statutory limitation period

Pyramid's claim for indemnification by the customer shall not expire before the expiry of two years after the final termination of use of the device. Only upon receipt of a written notification by the customer at Pyramid regarding the termination of use shall the two-year limitation period begin to run.

9.4 The packaging of Pyramid is licensed in accordance with the German Packaging Act. The registration number of Pyramid is DE1050382414752.

10. standard of liability

10.1 Pyramid shall only be liable for intent and gross negligence. This also applies to liability for vicarious agents and other auxiliary persons.

10.2 The above limitation of liability shall not apply to the culpable breach of material contractual obligations by executive bodies, legal representatives, employees, vicarious agents and other auxiliary persons. Essential contractual obligations are those whose fulfillment characterizes the contract and makes its proper execution possible in the first place. Insofar as Pyramid is neither guilty of gross negligence nor willful misconduct, liability shall be limited to the foreseeable damage that typically occurs.

10.3 Liability under the Product Liability Act remains unaffected; this also applies to liability for culpable injury to life, limb or health. If a guarantee is assumed, Pyramid shall be liable in accordance with the statutory provisions.

11. export transactions

11.1 Legal information: Goods supplied by Pyramid may be subject to German and foreign export controls and embargo regulations. Re-export from Germany and re-import into third countries is then only permitted with the approval of the responsible authorities (possibly several countries and the EU).

11.2 It is the responsibility of the contractual partner to ascertain the existence of the restrictions specified in Clause 11.1 in each individual case.

11.3 It is also the responsibility of the contractual partner to draw the attention of its customers to the restrictions mentioned in Clause 11.1 and to work towards the fulfillment of existing obligations up to the end customer.

12. place of fulfillment

The place of performance is the registered office of Pyramid.

13. place of jurisdiction

13.1 The place of jurisdiction is the registered office of Pyramid in Freiburg im Breisgau. This applies to the local and international jurisdiction. Pyramid can also sue the contractual partner at its registered office.

13.2 The above provision is applicable to contractual relationships with merchants, legal entities under public law and special funds under public law. For non-merchants, the statutory provisions shall apply.

14 Applicable law

German law shall apply exclusively, excluding the application of the UN Convention on Contracts for the International Sale of Goods (CISG).

15. written form

15.1 Amendments and supplements (individual agreements) must be made in writing. The same applies to changes to the written form requirement itself.

15.2 Text form (e-mail, fax, etc.) shall be sufficient to comply with the written form required in various instances in these GTC, unless expressly stated otherwise.

Contact us

Phone: +49 761 4514 - 0

E-mail: info@pyramid.de