Terms and Conditions of PKS electronic Vertriebs GmbH (as of December 2025) to be used in dealings with commercial customers

Inclusion and Ancillary Agreement

The following Terms and Conditions apply to any sales and services of PKS. Conflicting terms and conditions of our suppliers shall not apply and otherwise require written confirmation.

Our Terms and Conditions remain valid for the duration of the business relationship or until they are replaced by new Terms and Conditions or declared to be inapplicable in written form.

Verbal ancillary agreements and arrangements require the written form without any exception. This written form requirement can only be repealed in writing.

Prices and Terms of Payment

For deliveries within Germany, the prices quoted apply to delivery ex works, without packaging. Offered prices become invalid if 4 weeks have passed between submission of tenders and passing of order. Prices are subject to change if, after submission of tenders, circumstances arise that could not have been foreseen under everyday conditions.

Unless otherwise agreed in writing, payments shall be made immediately on receipt without deduction. Payment periods require PKS’ written declaration.

In case of delayed payments of more than 30 days, any granted discounts and special conditions shall be retroactively disallowed.

Any set off against PKS’ claims is permitted only if the counterclaims are undisputed or legally established by PKS.

Terms of Delivery

We reserve the right to partial delivery. Delivery shall be made on account of and at the risk of the Purchaser as soon as the goods are handed over to either the freight forwarder or the carrier, at the latest, however, when the goods leave our premises, provided that neither willful intent nor gross negligence of the carrier can be determined.

Warranty

We shall be obliged, at our discretion, to eliminate any defects by means of 3 attempts, deliver new goods or make a replacement delivery if the delivery items are defective.

The Purchaser shall be obliged to inspect the supplied objects or rendered services as well as their suitability for further processing upon receipt. Any defects are to be reported immediately without delay (in accordance with section 377 of the German commercial code (HGB)).

The warranty obligation shall lapse if the supplied objects or rendered services are changed, incorrectly handled, worked or processed.

The warranty period is 12 months for new goods. The warranty period shall not apply for used goods.

Liability

Any claims for damages that go beyond our warranty for defects of quality or violation of duty are excluded unless they are caused by us through willful intent or gross negligence. This limit of liability does neither apply in case of injuries to life and limb or health nor in case of liability pursuant to the German Product Liability law.

Force Majeure

Incidents based on Force Majeure (such as strike, lockout, case of war, natural catastrophes, etc.), shall entitle us to terminate and rescind fully or partly any obligation to deliver.

Right of Withdrawal

We have the right to withdraw from this contract and any other contracts between PKS and the Purchaser if we obtain factual knowledge of the Purchaser’s inability to pay, especially of a considerable worsening of the Purchaser’s financial circumstances. We shall immediately declare our right to withdraw.

Retention of title

All goods delivered (goods subject to retention of title) shall remain our property until all and any claims to which we are entitled because of the business relationship have been fully settled by the Purchaser.

If the Purchaser sells the goods subject to retention of title, the Purchaser transfers to us all and any future purchase price claims at the moment of conclusion of contract. No special declaration shall be needed.

Should the delivered goods be processed, we will become co-owner of the whole product incorporating our goods in proportion of the value of our delivered goods.

In the event of our delivered goods being seized, the Purchaser is obliged to immediately notify the executing authority or any third party of our retention of title and to immediately inform PKS in writing. Any costs arising from this matter shall be borne by the Purchaser.

If the Purchaser ceases to make payments or if his payments have a delay of more than 60 days, our delivered goods at the Purchaser’s premises are to be stored away from any third-party goods and to be marked as our property. Furthermore, a list of this separated goods and their storage locations is to be handed over to PKS. We have the right to examine these goods at their location and to enter the Purchaser’s premises during its operating hours.

Personal data

Please note that personal data related to our business relationship is stored and processed.

Miscellaneous

Should individual provisions be or become invalid or unenforceable, the overall agreement shall not become unenforceable. The remaining conditions shall remain unaffected and shall continue to apply.

Place of performance for any mutual agreements subject to this contractual relationship shall be Hohenbrunn.

The sole place of jurisdiction for any legal disputes resulting directly or indirectly from this contractual relationship shall be Hohenbrunn. Choice of law for this contractual relationship shall be German law exclusively. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

 

Hohenbrunn, December 2025