General Terms and Conditions (B2B)

General Terms and Conditions for Business Customers

§ 1 – Scope

1. These General Terms and Conditions apply to all contracts between PMC-Design Patrick Mendez Campanon, Hamburger Str. 13, 22946 Großensee – hereinafter referred to as „PMC-Design“ – and entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law – hereinafter referred to as „Client“.
2. These terms and conditions apply in particular to the delivery and manufacture of machines, metal parts, CNC milled and turned parts, laser and bent parts, welded constructions, custom-made products, as well as CAD, design and other technical services.
3. Any conflicting or deviating terms and conditions of the client shall not become part of the contract unless PMC-Design expressly agrees to their validity in written form.
4. These terms and conditions also apply to future business relationships with the same client, insofar as they concern legal transactions of a related nature.

§ 2 – Offers and Conclusion of Contract

1. Offers from PMC-Design are subject to change and non-binding unless they are expressly designated as binding.
2. An order placed by the client constitutes a binding offer to enter into a contract. PMC-Design may accept this offer within 21 calendar days of receipt.
3. A contract is concluded in particular through an order confirmation in text form, by commencement of the agreed service or by delivery of the goods.
4. The type and scope of the service are governed by the order confirmation and the drawings, technical data, CAD models, specifications and other documents expressly referenced therein.
5. Technical specifications, illustrations, drawings, weight, dimension and performance data are only binding if they have been expressly agreed upon as binding.

§ 3 – Prices and Payment Terms

1. The prices agreed upon in the order confirmation apply. All prices are net prices, plus applicable statutory VAT and any shipping, packaging, freight, and other agreed incidental costs.
2. Unless otherwise agreed, delivery is ex works or from the business premises of PMC-Design.
3. Unless otherwise agreed, the invoice amount is payable in advance.
4. Invoices are generally sent electronically, especially via email as a PDF.
5. If the client defaults on a payment, statutory default interest applies. In legal transactions where no consumer is involved, this amounts to nine percentage points above the respective base interest rate. The statutory rights to a lump-sum default penalty and compensation for further damages resulting from the delay remain unaffected.
6. In the event of late payment by the client, PMC-Design is entitled, in accordance with legal regulations, to withhold any outstanding services.
7. The client may only offset undisputed, legally established, or PMC-Design-acknowledged counterclaims. Statutory rights of set-off remain unaffected.
8. The client may only assert a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 4 – Price changes for long-term contracts

1. If more than four months lie between the conclusion of the contract and the agreed delivery or performance date, and if cost factors beyond PMC-Design's control increase or decrease after the conclusion of the contract, in particular material, raw material, energy, transport or procurement costs, the agreed price may be adjusted in accordance with the actual cost change.
2. A price adjustment may only be made to the extent that the relevant costs have actually changed. Cost reductions must be taken into account accordingly.
3. PMC-Design will inform the client of the price adjustment and its essential basis in written form.
4. The client's statutory rights remain unaffected.

§ 5 – Delivery and performance times

1. Delivery and performance deadlines are specified in the respective order confirmation.
2. Adherence to agreed delivery deadlines requires that the client provides all necessary documents, technical drawings, CAD data, approvals, information and, if applicable, agreed advance payments in a timely manner.
3. If performance is delayed due to the client's lack of or late cooperation, agreed delivery and performance deadlines shall be extended accordingly.
4. Partial deliveries are permitted insofar as they are reasonable for the client.
5. If PMC-Design is in default of delivery, the client's rights are governed by the statutory provisions. Where legally required, PMC-Design must first be given a reasonable period to perform.

Section 6 – Force Majeure and Other Impediments to Performance

1. Events of force majeure and other events that were unforeseeable at the time of conclusion of the contract and for which PMC-Design is not responsible, which significantly impede delivery or performance or make it temporarily impossible, shall extend the delivery and performance period appropriately.
2. This applies in particular to natural disasters, official measures, lawful industrial action, energy or raw material shortages, significant transport disruptions, and operational disruptions at PMC-Design or its suppliers that are not attributable to PMC-Design.
3. If such an impediment to performance lasts longer than three months and it is no longer reasonable to expect one party to adhere to the contract, that party may withdraw from the contract with respect to the unfulfilled portion. Any consideration already provided will be refunded accordingly.
4. The parties' legal rights remain unaffected.

§ 7 – Shipping and Transfer of Risk

1. Unless otherwise agreed, delivery will be made from the business premises of PMC-Design.
2. When goods are shipped at the customer's request, the risk of accidental loss or accidental damage passes to the customer upon handover of the goods to the forwarding agent, carrier or other person designated to carry out the shipment, to the extent permitted by law.
3. If shipment or delivery is delayed due to circumstances attributable to the customer, the risk passes to the customer upon notification of readiness for shipment or collection. Any reasonable storage and other additional costs incurred as a result shall be borne by the customer.
4. Unless otherwise agreed, if delivery has been arranged, the client shall provide a suitable and safely accessible unloading point and the necessary unloading facilities.

§ 8 – Manufacturing according to drawings, CAD data and customer specifications

1. If production is carried out according to drawings, CAD data, STEP, DXF or other files, samples, dimensions, material specifications or other technical information provided by the client, the client is responsible for their accuracy, completeness and suitability.
2. PMC-Design is not obligated to check technical documents provided by the client for design, functional or technical errors, unless such a check is expressly part of the contract.
3. PMC-Design is not liable for defects or damages that are solely due to the fact that documents, data, dimensions, models, drawings or other specifications provided by the client were faulty, incomplete or unsuitable, provided that PMC-Design did not recognize their faultiness and could not reasonably have recognized it.
4. If PMC-Design detects any obvious discrepancies, the client will be notified.
5. Design, manufacturing and construction drawings as well as CAD models created by PMC-Design must be checked by the client against the agreed requirements before production release.
6. If production takes place only after explicit approval by the client, the approved version is authoritative for production. Statutory warranty and liability claims due to errors attributable to PMC-Design remain unaffected.

Section 9 – Third-party rights to customer data

1. The client warrants that the drawings, models, CAD data, trademarks, logos, designs and other documents provided by him are free from third-party rights or that he has the rights necessary for contractual use.
2. PMC-Design is generally not obligated to check the documents provided by the client for third-party rights.
3. If PMC-Design is held liable due to an infringement of third-party rights attributable to the client, the client shall indemnify PMC-Design to the extent permitted by law against justified claims by third parties and the necessary and reasonable costs of legal defense.

§ 10 – Tolerances and technical deviations

1. Deviations in dimensions, weight, color, surface finish and other properties within agreed or industry-standard tolerances do not constitute a defect.
2. If specific tolerances, standards, materials, surface qualities or other technical properties are required, these must be expressly agreed upon before the conclusion of the contract.
3. Legally mandatory requirements and expressly agreed-upon specifications remain unaffected.

§ 11 – Acceptance of Work Services

1. Insofar as the agreed service is legally classified as a work performance and acceptance is required, the statutory regulations apply.
2. Acceptance cannot be refused due to minor defects.

§ 12 – Duty to investigate and raise objections

1. If the contract is a commercial transaction for both parties, the inspection and notification obligations of Section 377 of the German Commercial Code (HGB) apply.
2. The customer must inspect the goods upon delivery in the ordinary course of business and report any recognizable defects immediately.
3. If a defect that was not detectable during the inspection is discovered later, it must be reported immediately upon discovery.
4. The statutory regulations, in particular for fraudulently concealed defects, remain unaffected.

§ 13 – Warranty Rights

1. In the case of justified defects, the client is entitled to the statutory rights relating to defects in accordance with the following provisions.
2. PMC-Design must first be given the opportunity to remedy the defect within a reasonable period, insofar as this is provided for by law.
3. The type of subsequent performance is determined by the statutory regulations.
4. If the subsequent performance fails or is unreasonable, the client is entitled to further legal rights.
5. Claims due to normal wear and tear, improper use, faulty assembly by the client or third parties, unauthorized modifications or use not in accordance with the intended purpose do not exist insofar as the claimed defect is based on these.

§ 14 – Liability

1. PMC-Design is liable without limitation for damages resulting from intentional or grossly negligent breaches of duty.
2. PMC-Design is also liable without limitation for damages resulting from injury to life, body or health caused by an intentional or negligent breach of duty by PMC-Design or a legal representative or vicarious agent.
3. In cases of slight negligence resulting in a breach of a material contractual obligation, PMC-Design shall be liable for the typical, foreseeable damages at the time of contract conclusion. Material contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
4. Furthermore, liability for damages caused by slight negligence is excluded to the extent permitted by law.
5. The foregoing limitations of liability do not apply in the case of fraudulent concealment of a defect, in the case of the assumption of a guarantee, as well as for claims under the Product Liability Act or other mandatory legal provisions.
6. The liability provisions apply accordingly in favor of the legal representatives, employees and agents of PMC-Design.

§ 15 – Retention of Title

1. PMC-Design retains ownership of delivered goods until all claims arising from the ongoing business relationship with the client have been fully settled.
2. The customer may resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to PMC-Design any claims arising from such resale up to the amount of the outstanding receivables from the business relationship. PMC-Design accepts this assignment.
3. The client remains authorized to collect the assigned receivables until further notice. PMC-Design may revoke this authorization if the client fails to meet their payment obligations.
4. Any processing or transformation of the goods subject to retention of title is carried out on behalf of PMC-Design. If goods are processed or combined with items that do not belong to PMC-Design, the statutory provisions shall apply in addition.
5. PMC-Design will release securities of its own choice at the request of the client, provided that their realizable value exceeds the claims to be secured by more than 10 %.

§ 16 – Return of non-defective goods

1. There is no right to return goods that are free of defects.
2. If PMC-Design agrees to a return as a gesture of goodwill, the conditions of the return, including any testing, transport, processing and packaging costs, will be agreed upon individually.
3. The client's statutory rights of withdrawal, claims for defects and damages remain unaffected.

§ 17 – Design documents and usage rights

1. Drawings, designs, CAD models, calculations, drafts and other technical documents created by PMC-Design remain the property of PMC-Design, insofar as they are physically embodied.
2. Copyright and other intellectual property rights remain with PMC-Design unless expressly agreed otherwise.
3. The client receives the usage rights necessary for the agreed contractual purpose.
4. Any further distribution, reproduction, editing or use requires the prior consent of PMC-Design, unless the client has further rights by law.

§ 18 – Jurisdiction, place of performance and applicable law

1. If the client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be – to the extent legally permissible – the registered office of PMC-Design. PMC-Design is also entitled to sue the client at the client's general place of jurisdiction.
2. Unless otherwise agreed and insofar as legally permissible, the place of performance is the registered office of PMC-Design.
3. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), insofar as its exclusion is permissible.

§ 19 – Final Provisions

Should individual provisions of these terms and conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid provision.

PMC design Patrick Mendez Campanon

As of September 1, 2026