General Terms and Conditions

4. The client is obliged to notify PYREG without delay if and to the extent that third parties seize the Reserved Goods or the Reserved Goods are other­wise endan­gered from a legal or physical perspec­tive.
5. In the event of a breach of contract by the client, in parti­cular in the event of payment defaults, PYREG shall be entitled to take back the goods and addi­tio­nally decide whether to avoid the contract after fruit­less expiry of a reasonable time limit; the statu­tory provi­sions on the dispensa­bi­lity of setting a time limit shall remain unaf­fected. The client shall be obliged to surrender the goods.
6. The taking back or asser­tion of the reser­va­tion of title or the seizure of the reserved goods by PYREG shall not consti­tute an avoid­ance of the contract, unless PYREG has expressly declared this.
7. After taking back the Reserved Goods, PYREG shall be entitled to sell them on the open market, taking due account of the client’ inte­rests. The proceeds of such sale shall be credited against the client’s liabi­li­ties; PYREG is entitled to deduct reasonable costs of sale.
8. Unless PYREG unila­te­rally revokes such right, the client is entitled to resell the Reserved Goods in the ordi­nary course of busi­ness. In this case, however, the client hereby assigns PYREG all claims resul­ting from the resale, irre­spec­tive of whether the resale takes place before or after any proces­sing, mixing, or combi­ning of the Reserved Goods. Notwi­th­stan­ding PYREG’s autho­rity to collect the claim itself and unless PYREG unila­te­rally revokes such right, the client remains autho­rized to collect the claim after assign­ment. PYREG will not collect the claim as long and insofar no event described in No. 9 below has occurred.
9. In the event of good cause, in parti­cular payment default, cessa­tion of payment, opening of insol­vency procee­dings, protest of a bill of exch­ange or reasonable indi­ca­tions of over-indeb­ted­ness or immi­nent insol­vency of the client, PYREG shall be entitled to revoke the client’s autho­riza­tion to collect any claims resul­ting from the resale of the Reserved Goods. In addi­tion, PYREG may, after prior warning and obser­vance of a reasonable period of time, disc­lose the assign­ment, realize the assi­gned claims as well as demand disclo­sure of the assign­ment by the client to its custo­mers.
10. To the extent that the realizable value of above-mentioned secu­ri­ties exceeds the secured claims by more than 10%, PYREG is obli­gated to release the excee­ding secu­ri­ties, at its discre­tion, upon the client’s request.

VII. Warranty
Exclu­ding all further claims (except for the rights described in Section VIII.) PYREG is liable for defects of quality and title as follows:
1. Mate­rial defects
1.1 Upon deli­very, the client shall inspect the deli­vered contrac­tual goods imme­dia­tely.
1.2. Obvious defects or other defects which would have been appa­rent upon imme­diate, careful inspec­tion, shall be deemed accepted by the client if PYREG does not receive a written notice of defect within seven working days after deli­very.
1.3 Regar­ding all other defects, the contrac­tual goods shall be deemed accepted by the client if the notice of defect is not received by PYREG within seven working days after the defect became appa­rent or would have become appa­rent during normal use of the goods.
1.4 PYREG shall repair or replace all parts of the contrac­tual goods, which prove to be defec­tive prior to the passing of risk, at its own expense.
1.5 Replaced parts become property of PYREG upon their removal.
1.6 At the request of PYREG, the client is obliged to send back the defec­tive parts of the contrac­tual goods.
1.7 Unless caused by culpable conduct of PYREG, PYREG is not liable for defects resul­ting from, inter alia, the follo­wing circum­s­tances:
a) unsui­table or improper use of the contrac­tual goods;
b) non-intended use of the contrac­tual goods outside of PYREG’s tech­nical speci­fi­ca­tions;
c) incor­rect instal­la­tion or incor­rect commis­sio­ning by the client;
d) none or improper regular main­ten­ance and clea­ning in accordance with PYREG’s speci­fi­ca­tions;
e) instal­la­tion of other than original spare parts;
f) usual wear and tear;
g) incor­rect or negli­gent hand­ling;
h) use of unsui­table fuels, lubri­cants, opera­ting mate­rials;
i) use with incor­rect elec­trical voltage;
j) conta­mi­nated pipes;
k) conse­quences of incor­rect calcu­la­tions or infor­ma­tion by the client.
1.8 If the client or a third party carries out improper repairs, PYREG is not liable for the resul­ting conse­quences. The same applies to changes made to the contrac­tual goods without PYREG’s prior consent.
1.9 Further­more, PYREG is not liable for the assembly of indi­vi­dual parts which were deli­vered sepa­ra­tely, unless PYREG’s the client has expli­citly engaged PYREG’s personnel for such services and the personnel has culpably damaged the contrac­tual items in the process.
1.10 After prior consul­ta­tion with PYREG, the client shall grant PYREG the time and oppor­tu­nity it requests as neces­sary to carry out all repairs and repla­ce­ments.
1.11 The client is only entitled to remedy the defect itself or have the defect reme­died by third parties in urgent cases, where safety or opera­bi­lity are at risk, or where there is a risk of substan­tial damage. The client is then entitled to compen­sa­tion from PYREG for the neces­sary expenses; PYREG shall be informed of such cases in writing and without delay.
1.12 Regar­ding the direct costs for subse­quent perfor­mance (repair or subse­quent deli­very), PYREG shall bear the costs of the repla­ce­ment parts and ship­ping if the claim proves to be justi­fied.
1.13 PYREG shall also bear the costs of repla­ce­ment and instal­la­tion, as well as the costs neces­sary to employ tech­ni­cians or auxi­liary personnel, inclu­ding their travel expenses, unless this causes unre­asonable diffi­cul­ties or expenses for PYREG.
1.14 The client’s claims for expenses incurred due to subse­quent perfor­mance, in parti­cular trans­port, travel, labor and mate­rial costs, are excluded to the extent that expenses increase because the deli­vered goods have subse­quently been brought to another loca­tion than the client‘s place of busi­ness, unless doing so complies with their intended use.
1.15 The client has the right to avoid the contract under the prere­qui­sites and to the extent stipu­lated by the statu­tory provi­sions, if the client fixes a reasonable period of time for repair or repla­ce­ment due to a mate­rial defect, and PYREG allows this period to expire fruit­lessly.
1.16 In cases of insi­gni­fi­cant defects, the client is entitled to a reduc­tion of the contract price only. The right to reduce the contract price is other­wise excluded.
1.17 In the event that defects arise in compon­ents of other manu­fac­tu­rers, which PYREG cannot remedy due to licen­sing or prac­tical reasons, PYREG may assign its warranty claims against such manu­fac­tu­rers and suppliers to the client. In the event of such defects, warranty claims against PYREG exist only under the further condi­tions and in accordance with these GTC and only if the judi­cial enforce­ment of these claims against the manu­fac­turer and supplier has been unsuc­cessful or is impro­bable, for example due to insol­vency. In this regard, PYREG’s liabi­lity is only secon­dary. For the dura­tion of the legal dispute, the limi­ta­tion period for the rele­vant warranty claims of the client against PYREG is suspended.
1.18 The client’s right of recourse against PYREG pursuant to Section 478 of the German Civil Code (Recourse of the entre­pre­neur) exists only to the extent that the client has not entered any agree­ments with its own customer which exceed the statu­tory claims for defects.
1.19 All further claims are subject to the provi­sions of Section VIII. of these GTC.
1.20 PYREG is entitled to claim reim­bur­se­ment of the incurred costs and expenses from the client, if the defect alleged by the client proves to be non-exis­tent or PYREG is not respon­sible for such defect.
2. Legal Defects
2.1 In the event that the contrac­tual goods infringe an indus­trial property right and/or a copy­right of a third party, PYREG shall, at its option and at its expense, modify or replace the contrac­tual items in such a way that rights of third parties are no longer infringed and the contrac­tual items continue to fulfil the contrac­tually agreed func­tions, or, by way of license agree­ment, grant the client a license to use. If PYREG fails to do so under econo­mic­ally reasonable condi­tions or within a reasonable period of time, the client is entitled to avoid the contract or to reason­ably reduce the purchase price if this amounts to a mate­rial non-confor­mity of the goods. Any claims for damages of the client are subject to the limi­ta­tions of Section VIII.
2.2 Further­more, PYREG shall release the client from undis­puted or legally estab­lished claims of the owners of indus­trial property rights and/or copy­rights in cases described in No. 2.1 above.
2.3 Subject to Section VIII. 2, in the event of infrin­ge­ment of indus­trial property rights and/or copy­rights, PYREG’s obli­ga­tions set forth in Section VII. 2. are conclu­sive.
2.4 The obli­ga­tions referred to in Section VII. 2. only exist if
– the client informs PYREG of alleged infrin­ge­ments of indus­trial property rights without delay;
– the client supports PYREG in defen­ding the asserted claims to a reasonable extent and/or enables PYREG to carry out the modi­fi­ca­tion measures pursuant to Section VII. 2.1;
– the client has provided PYREG with copies of any commu­ni­ca­tions, notices or other actions taken in connec­tion with the alleged infrin­ge­ment;
– the legal defect did not result from any instruc­tions and/or design speci­fi­ca­tions of the client;
– the legal infrin­ge­ment was not caused by the client’s unaut­ho­rized modi­fi­ca­tion or use of the contrac­tual items in a manner not in accordance with the contract.

VIII. Liabi­lity
1. If the contrac­tual goods cannot be used by the client in accordance with the contract as a result of culpably omitted or improper advice by PYREG before or after conclu­sion of the contract, or as a result of culpable viola­tion of other contrac­tual colla­teral obli­ga­tions – in parti­cular opera­tion and main­tainance instruc­tions for the deli­vered goods – the provi­sions of Sections VII. and VIII. 2. apply. Further claims of the client are excluded.
2. Claims for damages by the client – whether due to a mate­rial defect or other circum­s­tances, irre­spec­tive of the legal grounds – only exist in the follo­wing cases:
a. for an inten­tional breach of duty by PYREG;
b. for gross negli­gence on the part of the owner / the execu­tives or offi­cers of PYREG;
c. for culpable injury to life, body, and health;
d. for defects which PYREG has frau­du­lently with­held;
e. if a guarantee for the quality or the successful perfor­mance or a procu­re­ment risk has been assumed by PYREG;
f. accor­ding to the Product Liabi­lity Act and accor­ding to other manda­tory legal provi­sions.
3. In the event of a culpable and not insi­gni­fi­cant breach of mate­rial contrac­tual obli­ga­tions (so-called cardinal obli­ga­tions), PYREG is also liable for the gross negli­gence of its non-execu­tive employees. In the event of slight negli­gence in the latter case, PYREG’s liabi­lity is limited to reason­ably fore­seeable damages that are typical for the contract. Contrac­tual obli­ga­tions are mate­rial if their fulfilment is essen­tial to the proper perfor­mance of the contract and on if the client may regu­larly rely on their obser­vance.
4. Further claims are excluded.

IX. Limi­ta­tion Period for Claims
1. Subject to the follo­wing provi­sion, the limi­ta­tion period for all claims of the client – on whatever legal grounds – shall be 12 months after the passing of risk.
2. However, claims for damages pursuant to Section VIII. 2 a-d and f are subject to the statu­tory limi­ta­tion periods. They also apply to defects in a buil­ding or to contrac­tual items which have been used for a buil­ding in accordance with their custo­mary use and have caused its defectiveness.

X. Intellec­tual Property
1. The client is entitled to use all docu­ments or other infor­ma­tion, which contain indus­trial property rights and/or copy­rights and have been trans­mitted by PYREG, solely for the purpose of opera­tion or main­ten­ance of the contrac­tual goods.
2. The client is not entitled to disc­lose such docu­ments or infor­ma­tion to third parties and may not use them for any other purpose, such as for repro­duc­tion of the contrac­tual goods (or parts thereof), or recon­s­truc­tion and/or manu­fac­ture of compon­ents, equip­ment, or parts.
3. PYREG reserves the title and copy­right to illus­tra­tions, drawings, calcu­la­tions, and other docu­ments; they may not be made acces­sible to third parties. This applies in parti­cular to written docu­ments which are deemed confi­den­tial; the client is required to obtain the express written consent of PYREG prior to their disclo­sure to third parties. If the parties do not enter into a contract, all docu­ments must be returned to PYREG without delay and upon PYREG‘s request.
4. PYREG shall not make any docu­ments provided by the client available to third parties without the client‘s express written consent, where such docu­ments have been desi­gnated as confi­den­tial.
5. The client’s confi­den­tia­lity obli­ga­tions remain in effect after the end of the contract.
6. Final custo­mers of the contrac­tual goods, legal or tax advi­sors and persons who use the goods in accordance with the contract are expressly not considered third parties in the sense of No. 2 of this Section.

XI. Soft­ware
1. If soft­ware is included in the deli­very, the client is granted a non-exclu­sive, tempo­rally unrest­ricted right to use the deli­vered soft­ware, inclu­ding its docu­men­ta­tion, upon full payment for the contrac­tual items.
2. The soft­ware is provided to be used with the contrac­tual goods that were intended for this purpose. Use of the soft­ware on more than one system is prohi­bited.
3. The client may copy, revise, trans­late or convert the soft­ware from the object code into the source code only to the extent permitted by law (curr­ently accor­ding to Sections 69a ff. German Copy­right Act). The client shall refrain from remo­ving the manufacturer’s details, copy­right notices, serial numbers or other features which allow program iden­ti­fi­ca­tion or to modify them without the prior express consent of PYREG.
4. All other rights to the soft­ware and the docu­men­ta­tion, inclu­ding copies, remain with PYREG or the soft­ware supplier. Under no circum­s­tances does the client have the right to lease or other­wise subli­cense the soft­ware, to publicly repro­duce or make it available by wired or wire­less means, or to make it available to third parties – except for end clients or persons using the contrac­tual goods in accordance with the provi­sions of the contract – whether in exch­ange for payment or free of charge.

XII. Final Provi­sions
1. The place of perfor­mance is Dörth, Germany, unless the rele­vant manu­fac­tu­ring plant is expressly stated as the place of perfor­mance in the order confir­ma­tion.
2. These GTC and all legal rela­tions between PYREG and the client are governed by the laws of the Federal Repu­blic of Germany; appli­ca­tion of inter­na­tional uniform law, in parti­cular the UN Conven­tion on Contracts for the Inter­na­tional Sale of Goods, is excluded.
3. Should any provi­sion of these GTC be comple­tely or parti­ally invalid or unen­forceable or subse­quently become invalid or enforceable, the vali­dity of the remai­ning provi­sions of these GTC remains unaf­fected.
4. The exclu­sive court of juris­dic­tion for all disputes arising directly or indi­rectly from the contrac­tual rela­ti­onship, is PYREG’s place of busi­ness in Dörth, Germany. PYREG is, however, entitled to bring an action at the general court of juris­dic­tion of the client.

Dörth, Sep. 29, 2021