1.1. Sales and delivery obey exclusively in accordance with these terms of business. These regulations and rules have validity also for all future business relations of the company Porta Power Technology GmbH (PPT), without needing to require a repeated explicit arrangement. The terms of business count basically with the order, at the latest with the acceptance & receipt of the product as adopted. Herewith counterconfirmations of the customer with reference to his commercial conditions or shopping conditions (AGBs of customer) are contradicted. Divergences of these terms of business are only effective if the company Porta Power Technology GmbH (PPT) confirms this in writing.
2.1.The company PPT/www. Portatechs.de concludes contracts with customer,
a) unrestrictedly natural persons, who are able of business and have completed the 18th year as well as with
b) to juridical persons.
2.2.As far as the offer of a not accepted participant was accepted by mistake by the firm PPT GmbH, the firm PPT GmbH is entitled within an adequate term to the explanation of the withdrawal & resignation of the contract towards the customer.
Offer and completion of the contract
3.1. The offers of the firm PPT are basically noncommittal and not-binding. Notices of acceptance and all orders need to be the legal effectiveness of the written confirmation. The identical one counts to assured qualities of the purchase object, verbal commitments & arrangements as well as contract supplements- & its Changes. The confirmation of order can also occur together with the delivery and/or the bill granting.
3.2. Product changes, in particular by adaptation to the engineering progress, are remaining reserved.
3.3. Drawings, pictures, dimensions and weights and other achieved and quoted data are only obliging & binding, if this supplied data is expressly confirmed in writing with signature of the authorized personnel. Offers, price-lists, prospectuses, manuals etc. do not belong, as an explicit, to the said written confirmation.
4.1. The firm PPT reserves itself for price changes without preannouncement. The invoice value calculation occurs during the day of the incoming orders to their valid prices, provided that in a binding offer another price was not arranged, plus the respective lawful value added tax.
4.2. With call-off orders, the quoted price serves by completion of the contract as a basic price. Possible price changes during the duration and term of the contract entitle the firm PPT to raise suitable price adaptation.
4.3. All prices are based on ex-work Ratingen plus value added tax.
4.4. The customer carries & affords the costs for packaging, freight / transport and insurance.
Delivery and achievement
5.1. The delivery of the product will be activated at the expenses and risks of the customer. The firm PPT will make sure a quick delivery under customer´s authorized assignment. Should only one part of the order not be available immediately, the remaining shipment of this delayed part will be supplied later, and will be shipped out separately without calculation added onto the forwarding expenses.
5.2. Dates of delivery or terms of delivery, which can be agreed obligingly or without obligation, need the written form. The obligation of delivery schedules or terms of delivery assume that the customer of the firm PPT submits the related documents and related other necessary papers in time and with his co-operation, provided that this is offered, or with his other essential contract duties, in particular the payment duties, does not get unfulfilled. Terms of delivery begin at the earliest with the date of the confirmation of order.
5.3. Delays of delivery caused by higher violence or power and on the basis of the accidental events, which complicate the delivery to the firm PPT essentially or make impossible - moreover belongs in particular bad weather, lacking of manpower, strike, lockout, official arrangement as well as other, similarly serious operational disturbances -, even if these causes encountered with suppliers of the firm PPT or their subcontracted suppliers, the firm PPT also does not have to represent with obligingly arranged and confirmed terms and scheduled appointments. These difficult situations entitle the firm PPT to push out the delivery at the duration of the impediment plus an adequate warm up time of production and shipping, exactly in 4 weeks, or to withdraw the order contract because of the not yet fulfilled part, completely or partially from the contract.
5.4. If the impediment lasts longer than 8 weeks, the customer is entitled after adequate extension to withdraw concerning the not yet fulfilled part from the contract. If the delivery time is extended or the firm PPT becomes free of her obligation, the customer can not derive any damages claims out of this delay event.
5.5. The firm PPT is entitled to part deliveries any time. With delivery contracts, every partial delivery/-service performance counts as an independent & certain performed achievement. Objections against partial deliveries do not entitle the customer to the refusal of the rest delivery.
Risk & Dangers transferred to customer site
6.1. The danger and risk transferred over on the customer side, as soon as the shipment of goods has been handed over to the person, who executes the transportation of the goods under the consignment of customer, no matter whether it concerns own staff of the firm PPT or a forwarding agent or anyone, who has left for the purpose of the shipment out of the warehouse of the firm PPT. If the dispatch of goods becomes impossible without fault of the firm PPT side, the danger and risk go over on the customer side upon the announcement of the dispatch readiness activated by the firm PPT.
6.2. An transportation insurance against damages in goods transit, transportation losses and goods break is concluded and activated only at written wish and written request of the customer, namely on his bill and costs. The customer is obliged to examining the product with the receipt for damages and shortfalls and to doing report under information of category and its extent & circumference herewith to the firm PPT promptly in writing.
Terms of payment
7.1. Unless differently agrees, all account balances fromdeliveries are due immediately; a payment term open or in any form does not exist. A payment counts only as completed and succedded, when the firm PPT can access and dispose to the due amount in her bank account.
7.2. The firm PPT reserves itself the right for all deliveries and service of performance achievements expressly to dispatch products only against cash in advance, cash on delivery, or Euro cheque cash on delivery especially to set the goods free to be collected by customer, even if it is differently provisioned and ruled for delivery of goods in the contracts, which have been countersigned.
7.3. The firm PPT is not obliged to accepting the payments of customer in bill of exchange and checks. Every acceptance of checks and change or their passing on and Prolongation occur only for the sake of payment, and is free of charge and expenses-free. Only the net value on the checks and bill of exchange as payments can be accepted. The firm PPT is not liable for timely submission of the documents given by payment.
7.4. The customer is only entitled to the compensation claim, or payment decrease via discount agreed by the firm PPT, even if defects, rebukes and counterclaims are asserted, if these demands are legally and indisputably been ascertained.
7.5. If the customer violates and postponed the payment term, he gets behind with the first reminder in account balance warning. In this case the firm PPT is entitled with the right, to require interests on arrears at the rate of 4% about the respective discount rate of the German Central Bank and the firm PPT reserves itself to assert a higher damage recovery due to the delayed payment. Beyond it, the right is entitled to the firm PPT to cease and terminate the continuous delivery of supply to the customer, even if the customer quotes the relevant delivery terms of related contracts.
7.6. If the customer to his bills or invoices of debt does not redeem the payments, or terminate and cease his payment arrangement, or at a bank his check does not redeem or to the firm PPT other troublesome circumstances become active, which results in the creditability of the customer becoming questionable for the customer, if the firm PPT is entitled to the immediate termination of the contract of goods supply without any special preceding announcement & notice. At the same moment all the open account payables as demands due of the firm PPT towards the customer with immediate effectiveness in a total summarized amount to claim back the immediate payment of customer.
7.7. The customer carries on non-redemption of a check - no matter what reason this could be, all herewith linked bank handling fees, a treatment-all-inclusive charge of the firm PPT at the rate of 25.00 Euros will be raised to the customer, to cover the costs for the activation of an lawyer council and for the legal account debts claim against the customer.
7.8. If the customer conduct the unilateral order withdrawal for reasons, which are not agreed or accepted by the firm PPT for the unilateral order withdrawal, he has to pay a differentiated payment of the costs at the rate of 15% of the total order sum.
8.1. The firm PPT guarantees that the products are free from manufacturing and material defects. The firm PPT grants 6 months of guarantee period on all products of all kinds of rechargeable batteries as consumption parts (Verschleißteile) sold and supplied by the firm PPT. The exceptions, which are excluded from the guarantee condition here, are damages, which are caused as a result of abnormal and improper usages and treatments as well as natural wear-outs. Conditions are enumerated exemplarily as follows:
- Damages caused by connection to the wrong voltage based electric plug-ins.
- Damages caused via goods transportations of any kind, provided that these are not indicated within the general sales conditions and terms of delivery and the certain defects rebuke terms by the firm PPT Technology GmbH.
8.2. If any operational or service aimed instructions of the firm PPT or the manufacturer are not strictly abided by, and any changes are carried out in the products, or parts are replaced, or any consumption materials are used or implemented, which do not correspond to the original specifications released by the manufacturer or by the firm PPT, the grantedguarantee voids. The same violations count for the factors as follows, if an improper or abnormal use, storage, especially an improper use of devices or parts, a stranger's intervention or the opening of the devices of non officially authorized personnel or persons in writing is conducted.
8.3. The customer has to examine received products promptly and report for damages via transportation and product defects themselves binding within three days after receipt of goods, and to inform of this promptly on receipt of the products in writing. The defects, which are also not discovered in careful checking at the first time stage, are to be informed of the firm PPT promptly after later discovery in writing.
8.4. The customer is obliged in case of a defects rebuke to sending in the defective product or sending in the defective part at own expenses and risks of danger enclosed with a detailed failure symptom description, details of the related model number and its standard serial number as well as a copy of the delivery note especially together with a copy of the related invoice to the firm PPT. If the customer of the preceding obligation follows only incompletely, the firm PPT has the right to refuse the acceptance of the defective goods shipment arrival and to reject the returned defective product at the expenses and the risk of danger of the customer.
8.5. If no failures or defects are ascertained in the products(NTF-No Trouble found case), which were sent back by the customer, the customer is obliged to the in-coming quality control and test surcharges of a test-all-inclusive at the rate of 50.00 Euros each plus the lawful value added tax.
8.6. For the entitled and justified defects rebuke, the firm PPT has the the right to choose alternative between prodruct Repair and parts replacement delivery. through the replacement of the parts, construction groups of parts or whole devices, there will be no new guarantee duties prolonged, come into effect or applicable.
8.7. If the repairs or the replacement of part delivery may still fail after adequate and certain term of time frame, the customer may choose requiring either discount lowering of the purchase price, which is agreed by the firm PPT to the customer in writing, or withdrawal of the purchase order contract.
8.8. as for the products such as replacement and consumption parts, which are supposed to be further processed and for the further installation, these parts must be examined promptly on their receipt, before the processing as well as before the installation, by customer and the actual defects status of goods after examination promptly to be reported by customer without delay. For the defects, which could have been ascertained before the installation or the processing, all guarantee claims void and fail, after the processing or the installation of the related parts.
8.9. Guarantee claims against the firm PPT are entitled only to the customers themselves and are not allowed to be transferable.
9.1. Damages claims, due to impossibility of the achievement, or due to positive demand injury, and fault by completion of the contract and due to unauthorised action, are all voided and failed against the firm PPT as well as against his engaged or routine performing assistants, ifan intentional and negligent handling is not existing or is not provable. This also counts to the claims for the damages resulted from the defected parts consequences of replacement parts such as the examples like the losses of data, the work labour man power costs for assemblies and disassemblies, as well as extra test costs of internal employee or of self authorized or assigned employee or lost profits.
Retention of proprietorial properties
10.1. The product remains up to entire fulfilment of all account balance due payments(including all balance demands from current account), which are entitled to the firm PPT from every legal argument against the customer, property of the firm PPT.
10.2. With behaviour conducted by the customer contrary to the terms of the agreement - especially payment delay, nonredemption of a check - the firm PPT is entitled to take back the received product as reserved property or to require, if necessary, cession of claim for goods release to the authorized third party by the firm PPT. Concerning the return of the product, the customer is obliged to ship back the goods based on his own expenses and the risks of dangers, to the firm PPT, especially the customer, under renunciation of the house right, permits and allows the firm PPT to enter his offices and warehouse and to take back the product, which is still belonging to the ownership of the firm PPT. The contract is valid until the redemption is fulfilled by the customer, or via legal solution finds its application for the withdrawn reserved goods or the goods under distraint, which belong to the firm PPT.
place of accuse, legal venue and final regulations
11.1. Place of delivery for all deliveries and all service achievements, also for the free of charge based services and deliveries, is in the city of Ratingen Germany. This rule is also applicable to the obligations of the customer including the payment fulfilment.
11.2.As long as the customer is full diploma basedbusinessman, who is authorized by the German code of commercial law, juridical person of the public right or of public law special proprietary property, the district court / district court of Düsseldorf is the exclusive legal venue and this is immediate applicable for all the controversies , which are raised based on the contractual provisions.
11.3. For all legal and commercial relationship between the firm PPT and the customers, there is exclusively the law of the Federal Republic of Germany, which is only applicable for all the terms of business and commercial relationships. The application of the unique purchase laws in the Hague for the commercial purchase agreement is excluded and voided.
11.4. Changes and supplements of these general terms of business need her effectiveness of the written form.
11.5. Should a regulation be ineffective in these terms of business or a regulation within the frame of other arrangements be ineffective or become ineffective, the effectiveness of all other regulations or arrangements is not touched and altered from provision. Instead, the firm PPT and the customer are obliged to substituting for the invalid regulations with new regulations, which come to the commercial purpose as much as possible allowed and permitted juridically.
Ratingen, Janunary 2005
Porta Power Technology GmbH(PPT GmbH)
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