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). Pyramid's General Terms and Conditions shall apply exclusively to the entire business relationship. The terms and conditions of the contractual partner shall not be recognized unless Pyramid has expressly agreed to them in writing.

2. conclusion of contract

2.1 Offers made by Pyramid are subject to change unless they are expressly designated as binding. The contract with Pyramid is concluded by written order confirmation or by delivery of the products. Pyramid 's order confirmation alone shall be decisive 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 Pyramid 's prior written consent.

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 Pyramid 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. Withdrawal shall be declared in writing. The contractual partner must ensure that the e-mail address provided by him is accessible from the time it is provided and that the receipt of e-mail messages is not prevented 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 shall not commence before receipt of the documents, approvals and releases required 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 shall refer to the time at which the products leave Pyramid 's warehouse or the contractual partner is notified that the products are ready for shipment. Delivery shall only take place after receipt of an agreed advance payment by the contractual partner.

3.2 Unforeseen obstacles to delivery (e.g. labor disputes, late delivery to Pyramid , 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 contract partner immediately of any unforeseen obstacles to delivery. In such a case, the contract partner shall not be entitled to withdraw from the contract. 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 contract partner may withdraw from the contract by immediate written notification. The same shall apply if the reasons for the impediment still exist three (3) months after Pyramid 's notification. Pyramid shall not be entitled to withdraw from the contract if the reasons for the impediment were already recognizable to Pyramid when the contract was concluded.

3.3 Pyramid shall be 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 shall extend to the satisfaction of all claims arising from the business relationship; this shall also apply to products for which the contractual partner has not already paid in full prior to delivery. The reserved goods therefore secure the respective balance. The contractual partner assigns to Pyramid in advance its claims arising from resale or any other legal grounds (e.g. insurance, tort). Pyramid hereby accepts the assignment. In the event of a resale with own or third party goods, the assignment shall only be in the amount of Pyramid's purchase price claim.

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. Pyramid must be notified prior to delivery of any third party rights that could affect the goods subject to retention of title.

4.3 If the goods subject to retention of title are combined with other items or further processed, the retention of title shall continue to apply to the processed item to the extent described (extended and prolonged). Pyramid thereby acquires 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 shall transfer co-ownership to Pyramid in the ratio of the value of the products supplied 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 Pyramid 's co-ownership share. If the goods subject to retention of title are resold as part of the new item, the agreed advance assignment shall only apply to the amount of the invoice value of the goods subject to retention of title.

4.4 The contractual partner shall remain entitled to assert claims from resale against third parties in its own name. This authorization to collect claims 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 necessary for the collection of the claims.

4.5 The contractual partner shall notify Pyramid immediately of any access by third parties to the goods subject to retention of title, including assigned claims. Damages resulting 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 it is responsible for this.

4.6 Pyramid undertakes, at its own discretion, to release securities as soon as their realizable value exceeds Pyramid 's outstanding claims 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 to realize the retention of title or the other rights that take the place of the retention of title and to protect 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 claims by Pyramid against counterclaims or withhold payments due to counterclaims if the counterclaims are undisputed or have been legally established or are in a reciprocal relationship with Pyramid 's claims.

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 is in default with the payment of a claim, Pyramid shall charge default interest for the duration of the default in the amount of nine (9) percentage points above the base interest rate.

6.5 Default shall occur upon 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 payment shall be determined by the date of receipt in Pyramid's account.

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

7. transfer of risk

7.1 Irrespective of the place of performance, Pyramid 's deliveries shall always be subject to the statutory provisions on sales shipment. 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 carrier. 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 shall be limited by Pyramid to one year from delivery.

8.2 Deliveries must be inspected immediately upon receipt. Obvious defects must be reported to Pyramid in writing without delay. Defects that are not immediately recognizable must be reported in writing immediately upon discovery. If this obligation is neglected, the warranty shall be excluded.

8.3 If there is a defect in the purchased item, Pyramid shall be entitled to subsequent performance, at its own discretion either by remedying the defect (rectification) or by delivering a defect-free item (subsequent delivery). Pyramid may refuse subsequent performance if it involves disproportionate costs. The rectification of defects shall take place at Pyramid's place of business. On-site service deviating from this shall only take place by special agreement. Pyramid shall bear the expenses required for the purpose of subsequent performance, in particular transport, labor and material costs; 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 Pyramid fails to rectify the defect or refuses to rectify the defect, the contractual partner may withdraw from the contract or reduce the purchase price by means of a declaration 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
computer

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 at the third party's expense after the end of use. If the goods are passed on again, the customer shall 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 at its own expense after the end of use and to dispose of them properly in accordance with the statutory provisions. The customer is obliged to document the proper further obligation. The customer must be able to provide Pyramid with evidence of this obligation at any time.

9.3 Suspension of the statutory limitation period

Pyramid's claim for indemnification by the customer shall not become time-barred before the expiry of two years from the final termination of use of the device. The two-year limitation period shall not begin to run until Pyramid receives written notification from the customer regarding the termination of use.

9.4 Pyramid 's packaging is licensed in accordance with the German Packaging Act. Pyramid 's registration number 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 defines the contract and makes its proper execution possible in the first place. Insofar as Pyramid is not guilty of gross negligence or 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 delivered 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 Pyramid's registered office.

13. place of jurisdiction

13.1 The place of jurisdiction is Pyramid 's registered office in Freiburg im Breisgau. This applies to local and international jurisdiction. Pyramid may 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: pyramid