General terms and conditions of pironex GmbH

1. General

pironex GmbH concludes contracts for the development, sale and delivery of software and hardware products and other services exclusively on the basis of these General Terms and Conditions, unless special contractual conditions have been agreed. The customer is also the buyer unless he expressly specifies a third party as the buyer. Purchase and delivery conditions in the buyer's order forms are not binding for us, even if we do not expressly object to them.

The following general terms and conditions of pironex GmbH for use in business transactions with entrepreneurs supplement the other statutory provisions, the general terms and conditions of delivery for products and services in the electrical industry (“green delivery conditions”) for use in business transactions with entrepreneurs and the supplementary clause: Extended Retention of title of the "ZVEI" in the currently valid version, part of every contract concluded between pironex GmbH and the customer.

2. Deliveries (products and services)

2.1. Prices

All prices are prices without value added tax, packaging and shipping costs, i.e. when invoicing we calculate the currently valid statutory value added tax and the packaging and shipping costs for the stated price.

2.2. Orders

We regard orders and orders that we receive online as valid as those that are sent by letter, fax or verbally.

2.3. Deliveries / retention of title

Delivered goods (electronics, software, development results) remain our property until full payment. A delivery period specified by the buyer is only binding for us if this has been confirmed by us in writing. Claims for the consequences of late deliveries are excluded if there are circumstances beyond our control.

2.4. Shipping

The shipping costs depend on the shipping method and the weight of the goods to be shipped. Partial deliveries by pironex GmbH are permitted.

2.5. Product improvements/additions

Our products are constantly being improved, revised, supplemented and updated. This may result in changed content, changed scope, greater utility for the customer, and changed price. A claim to the free provision of improved, updated products (e.g. updates with regard to previously purchased versions/variants) is excluded.

3. Accruals in the context of development services

  1. At pironex GmbH - before the order is placed - existing work results from previous projects are made available to the customer in a customer-specifically adapted form for non-exclusive use.
  2. The current version of the Altium design tool is used for development. The customer is responsible for transferring the data to another CAD system.
  3. The following services are provided by pironex GmbH on request:
    -Delivery of the electronics assembly as a complete 3D step model
    -Release tests as part of the overall system
    -Procurement of software licenses of development tools and operating systems (e.g. compilers and CAD systems) from third-party providers
    -approvals and certifications from external testing institutes
    -Test and inspection equipment for series production
    -Engineering work in preparation for mass production
    -Testing of abuse scenarios
    -FMEA analysis
  4. Assemblies from the 1st sample run are intended exclusively for internal use under laboratory conditions.
  5. Modules from the 2nd sample run are used to check the development results.
  6. Software development for embedded software, native applications, backend- and frontend

4. Receivables and Payments

Payments must be made without deductions in such a way that pironex GmbH can dispose of the amount no later than 14 days after the invoice date and can only be made to a bank account specified by pironex GmbH with discharging effect.

If the customer defaults on payments, all claims to which pironex GmbH is entitled against the customer become due immediately. In the event of default in payment, the customer must pay interest on arrears at a rate of 9% above the base interest rate. The assertion of further damage is not excluded. Pironex GmbH reserves the right to charge a processing fee of EUR 15.00 for reminders. The customer only has the right to offset if his counterclaims have been legally established or recognized by pironex GmbH.

5. Rectification of defects

If the electronics and software supplied or developed by pironex GmbH do not correspond to the contractually stipulated use and deviations are reported in writing, pironex GmbH is obliged to rectify the defect free of charge within the statutory limitation period of 12 months within a reasonable period of time. However, product deviations in the sense of market innovations and errors in the context of customer-specific developments are not considered errors.

The customer is only entitled to software and hardware maintenance if a more extensive maintenance or service contract is concluded. The obligation to rectify the defect expires for the electronics and software that the customer changes or whose functionality he otherwise interferes with.

6. Liability

As a supplier of goods or services, we are liable at most for the value of the goods or fees already paid. Any kind of further damages as well as claims for any third-party damages are excluded.

When warranting properties, the liability of pironex GmbH for consequential damage is limited to those warranties that are expressly intended to protect against the occurrence of such consequential damage. Pironex GmbH is not liable for slight negligence unless essential contractual obligations (cardinal obligations) are violated. Liability for lost profits is excluded.

7. Place of jurisdiction

Place of jurisdiction is exclusively Rostock, Germany.

8. Final Provisions

The law of the Federal Republic of Germany applies to our business relationships and the entire legal relationship between us and the customer. Should a provision of these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. Place of performance is Rostock, Germany.

The general terms and conditions of the respective supplier apply to orders that are brokered by us but are confirmed, delivered, executed and invoiced directly by the supplier.

Rostock, 12.05.2021
signed Tino Hülsenbeck (executive Director)