Terms and Conditions
Welcome to Prime Filter Parts!
Prime Filter Parts
Spareparts & Service GmbH
Wilhelm-Teleu-Weg 4
42555 Velbert
Represented by the managing director Neeraj Sharma
General terms and conditions Prime Filter Parts and Service GmbH
§ 1 General / Scope of Application
(1) Our deliveries and services are exclusively subject to the following General Terms and Conditions. They apply to all – including future – contracts, deliveries, and services, unless modified or excluded by mutual written agreement.
(2) Conflicting or differing terms and conditions of the customer, which Prime Filter Parts does not expressly acknowledge, are not binding, even if Prime Filter Parts does not expressly object to them.
(3) The inclusion and interpretation of these General Terms and Conditions, as well as the conclusion and interpretation of legal transactions with the customer, shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods of the UN Sales Convention is excluded.
(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obligated to replace an invalid provision with a valid one that is equivalent in its economic outcome, provided this does not significantly change the content of the contract. The same applies if a matter requiring regulation is not expressly regulated.
(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including payment obligations, is the registered office of the Seller, i.e., Ratingen.
(6) The place of jurisdiction shall be, at the discretion of Prime Filter Parts, the place of jurisdiction responsible for the registered office of Prime Filter Parts or an arbitration court in DĂĽsseldorf, which shall arbitrate based on the regulations of the Chamber of Industry and Commerce there. Prime Filter Parts is obligated to exercise its right of choice pre-trial at the customer's request. Prime Filter Parts is also entitled to bring an action before a court that has jurisdiction over the registered office or a branch of the customer.
§ 2 Offer, conclusion of contract, installation
(1) Offers from Prime Filter Parts are subject to confirmation and are non-binding. Declarations of acceptance and all orders must be confirmed by Prime Filter Parts in writing or electronically to be legally effective. The same applies to supplements, amendments, or subsidiary agreements.
(2) The information, drawings, illustrations, technical data, descriptions of weight, dimensions, and performance contained in brochures, catalogs, circulars, advertisements, price lists, or in the documents belonging to the offer are not guarantees of quality or durability. They are only binding if their exact compliance has been expressly agreed. Prime Filter Parts reserves the right to make changes to these characteristics even after an order confirmation has been sent, provided that these changes do not contradict either the order confirmation or the customer’s specification. The customer will also agree to any further changes proposed by Prime Filter Parts, insofar as these are reasonable for the customer.
(3) If, after the conclusion of the contract, new regulations come into force that deviate from the regulations in force at the time of the conclusion of the contract, the additional costs resulting from this shall be borne by the customer.
(4) Agreements or conclusions with representatives or travel engineers require the express written confirmation of Prime Filter Parts.
(5) If installation is carried out by Prime Filter Parts, special installation conditions apply, which also become part of the contract.
§ 3 Prices
(1) Prices are net ex-works, excluding packaging and other shipping and transport charges. In addition to these prices, the value-added tax applicable on the day of delivery shall be added at the respective statutory rate, as well as the costs for freight and for the packaging necessary for proper shipment.
(2) Prime Filter Parts reserves the right to change prices, even in the case of fixed prices, if the agreed delivery times are changed for reasons for which Prime Filter Parts is not responsible. Possible price changes are made based on material, wage, and other ancillary cost increases that have occurred.
(3) All ancillary charges or public levies that have not been agreed upon shall, in principle, be borne by the customer.
(4) The disposal of packaging and the costs thereof shall be borne in full by the Purchaser. The same shall apply to the freight for the return of the packaging material.
(5) If delivery is delayed at the request of the Purchaser, the Purchaser shall be charged for all costs incurred and arising from the delay.
§ 4 Delivery and performance time, delay in performance
(1) Delivery times are only approximate unless a fixed date has been agreed upon in writing or expressly. Agreed delivery periods shall commence upon receipt of the order confirmation and as soon as all details of the execution have been clarified. Compliance with the delivery and performance periods shall be subject to the timely and proper fulfillment of the Purchaser’s contractual obligations, in particular, the timely receipt of the documents and approvals to be obtained by the Purchaser, including the approval of the construction drawings, as well as compliance with the agreed terms of payment. The delivery times shall be reasonably extended if the Purchaser fails to perform the required or agreed acts of cooperation. We reserve the right to plead non-performance of the contract. Delivery periods and delivery dates refer to the time of completion. They shall be deemed to have been met upon notification of readiness for dispatch.
(2) If, during the construction period, regulations or statutory provisions come into force that deviate from the regulations or statutory provisions in force at the time of conclusion of the contract, or if Prime Filter Parts accepts subsequent requests for changes, the delivery period shall be extended accordingly.
(3) In the event of force majeure and other unforeseeable, extraordinary circumstances for which Prime Filter Parts is not responsible, such as operational disruptions due to fire, water, and similar circumstances, failure of production facilities and machines, delivery delays or delivery failures on the part of our suppliers, as well as operational disruptions due to a lack of raw materials, energy, or manpower, strike, lockout, difficulties in procuring means of transport, traffic disruptions, official interventions, Prime Filter Parts shall be entitled – insofar as Prime Filter Parts is prevented by the aforementioned circumstances from fulfilling its performance obligations in a timely manner through no fault of its own – to postpone the delivery or performance for the duration of the impediment plus a reasonable start-up time.
(4) If agreed delivery deadlines are exceeded due to circumstances for which Prime Filter Parts is responsible, the customer can withdraw from the contract after the fruitless expiration of a reasonable grace period set by him. This applies only insofar as deliveries are culpably not carried out within the grace period. Prime Filter Parts shall only be in default after the expiry of the grace period set, which is due to the fault of Prime Filter Parts. The withdrawal must be made in writing. Instead of rescission, the customer may demand compensation for damages due to non-fulfillment, provided that the delay was caused intentionally or by gross negligence on the part of Prime Filter Parts or its vicarious agents. In the event of negligence, the claim for damages shall be limited to the damage foreseeable at the time of the conclusion of the contract and to be proven by the customer, but to a maximum of 1% for each full week of delay, but to a maximum of 3% of the invoice value of the deliveries and services affected by the delay.
§ 5 Assignment of risk and transfer of risk
(1) Prime Filter Parts has the right to name the forwarding agent or carrier to be commissioned by the customer, excluding any liability.
(2) Unless otherwise expressly agreed in writing between Prime Filter Parts and the customer, the delivery shall be made at the customer’s own risk and expense. The risk of accidental loss and accidental deterioration of the contractual delivery items shall in any case pass to the customer upon handover to the customer or his agent, at the latest, however, when the delivery item leaves Prime Filter Parts’ premises. The same shall apply in the case of delivery carriage paid or insured for transport by Prime Filter Parts. If the customer wishes or causes the delivery item to leave the factory later, the risk shall already pass to the customer on the day of readiness for shipment. In such a case, Prime Filter Parts shall be entitled to store the delivery item at the expense and risk of the customer. In this case, storage costs of at least 1% of the invoice amount will be charged for each month.
(3) The Customer shall be bound by the terms and conditions of the shipping and insurance company used for the shipment.
(4) In the event of damage in transit, the customer must immediately arrange for a statement of facts to be made at the responsible offices before accepting the delivery and must immediately notify Prime Filter Parts.
(5) In the event of defects in the object of the contract, the customer shall nevertheless accept it, without prejudice to the rights to which the customer is entitled.
§ 6 Rights of the customer in the event of defects
(1) If the contract is a commercial transaction for both parties, the customer must notify Prime Filter Parts in writing of obvious material defects, incorrect deliveries, and quantity discrepancies immediately, but no later than two weeks after receipt of the goods by the customer. Hidden defects must be reported in writing within a period of one month. If the customer fails to give such notice, the goods shall be deemed to have been approved. Complaints of hidden defects shall be excluded in this case and shall be deemed to have been made late, insofar as they should have been reasonably detectable. In the event of a late or improperly asserted notice of defect, the customer shall lose his warranty rights, unless the defect has been fraudulently concealed by Prime Filter Parts.
(2) The claims for defects shall be limited to supplementary performance; Prime Filter Parts shall, at its discretion, only be
obliged to rectify the defect or to deliver defect-free goods. As a matter of principle, defective performance by Prime Filter Parts shall be remedied by rectification, unless this is unreasonable due to the scope and value of the contractual performance. If the subsequent performance fails three times, the customer shall have the right to demand, at his discretion, a reduction of the remuneration or cancellation of the contract.
(3) Prime Filter Parts does not assume any warranty for the deliveries and services of sub-suppliers if they are commissioned with the execution of orders at the instigation of the customer. In these cases, the customer is entitled to warranty claims directly against the aforementioned. Prime Filter Parts shall therefore assign warranty claims to the customer.
§ 7 Retention of title
(1) Prime Filter Parts retains ownership of the delivered goods until payment has been made in full. The retention of title shall also apply until all claims, including future or conditional claims, arising from the business relationship between Prime Filter Parts and the customer have been fulfilled, irrespective of the legal basis. This also applies if payments are made on specially designated claims.
(2) The customer is not authorized to transfer ownership by way of security or to pledge the goods, but is authorized to further sell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to Prime Filter Parts the resulting claims against his business partners. These claims serve to secure the claims of Prime Filter Parts to the same extent as the reserved goods. If the reserved goods are sold by the customer together with other goods not supplied by Prime Filter Parts, the assignment of the claims against the third party shall only apply up to the amount of the invoice value of the reserved goods sold by us in each case. We hereby accept the assignments.
(3) The customer is entitled to collect claims from the resale until the revocation of Prime Filter Parts, which is permissible at any time. Prime Filter Parts will only make use of the right of revocation if the customer does not fulfill his payment obligations. At Prime Filter Parts’ request, the customer is obligated to inform his buyers immediately of the assignment of his claims to Prime Filter Parts and to provide the information and documents necessary for collection.
(4) If the value of all securities existing for Prime Filter Parts exceeds the existing claims by more than 25% on a sustained basis, Prime Filter Parts shall release securities of the customer’s choice at the customer’s request.
(5) If the retention of title or the assignment is not effective without further ado according to the law of the state in whose area the reserved goods are located, the security corresponding to the retention of title or the assignment in this state shall be deemed to be agreed. The Purchaser shall be obliged to cooperate in the creation of a reservation of title which is as comprehensive as possible. He shall take all measures necessary to establish and maintain such rights.
(6) If the delivery item is processed by the customer, the retention of title shall also extend to the entire new item. Prime Filter Parts acquires co-ownership of the new object when the delivery item is processed with other objects.
The co-ownership share is determined by the fraction that corresponds to the ratio of the value of its goods to the value of the other objects.
§ 8 Terms of payment
(1) Prime Filter Parts’ invoices are due for payment immediately and without deduction, unless another payment term has been agreed.
(2) If the customer does not pay immediately, he shall be in default. If the payment deadline is culpably exceeded, interest in the amount of 8% above the applicable base interest rate, plus the statutory value-added tax, will be charged, subject to the assertion of further claims.
(3) Prime Filter Parts is entitled, even in the case of provisions of the customer to the contrary, to first offset payments against the customer’s older debts. In this case, the customer will be informed of the type of set-off that has taken place. If costs and interest have already been incurred, Prime Filter Parts is entitled to offset the payment first against the costs, then against the interest, and finally against the principal claim.
(4) A payment shall only be deemed to have been made when Prime Filter Parts can dispose of the amount. In the case of payment by cheque, payment shall only be deemed to have been made when the cheque has been cashed.
(5) If the customer does not pay invoices that are due, exceeds a payment period that has been granted, or if the financial circumstances of the customer deteriorate after the conclusion of the contract, or if Prime Filter Parts receives unfavorable information about the customer after the conclusion of the contract that calls into question the solvency or creditworthiness of the customer, Prime Filter Parts is entitled to call due the entire remaining debt of the customer. In this case, Prime Filter Parts is also entitled to demand advance payment or the provision of security, or, after delivery has been made, immediate payment of all claims based on the same legal relationship, while modifying the agreements made. This shall apply in particular if the Purchaser ceases to make payments, if a check of the Purchaser is not honored, if a bill of exchange issued by the Purchaser is not paid by the Purchaser, if insolvency proceedings against the assets of the Purchaser have been applied for or opened or if insolvency proceedings have not been opened due to lack of assets.
§ 9 Design drawings, production documents, information, data
(1) The Purchaser shall be liable for ensuring that the rights of third parties are not infringed by the use of drawings submitted.
(2) Insofar as the customer provides data, devices, or materials required for processing or production, these must be sent to Prime Filter Parts free of charge. They shall be stored at the risk of the customer. Prime Filter Parts is under no obligation to insure them.
§ 10 Patents, copyrights
(1) Without the express written consent of Prime Filter Parts, rights or claims against Prime Filter Parts, in particular due to defects in goods delivered by Prime Filter Parts or due to breaches of duty committed by Prime Filter Parts, may not be transferred in whole or in part to third parties or pledged to third parties.
(2) If Prime Filter Parts has to carry out tests according to drawings or using parts provided by the customer, the customer is responsible for ensuring that the industrial property rights of third parties are not violated.
(3) Prime Filter Parts is entitled to copyrights and, if applicable, industrial property rights to the systems and devices, drafts, and drawings designed on its behalf.
(4) The customer guarantees that the expert opinions, drawings, lists, and calculations, in particular mass and cost calculations, produced within the scope of the order, will only be used for his own purposes.
§ 11 Limitation of liability and statute of limitations
(1) Prime Filter Parts shall only be liable for damage or futile expenditure – irrespective of the legal grounds – if the damage or the futile expenditure is due to a grossly negligent or intentional breach of duty on the part of Prime Filter Parts or one of its vicarious agents. In particular, Prime Filter Parts shall not be liable for the customer’s loss of profit and unforeseeable indirect consequential damage, unless the liability is based on an assurance intended to protect the customer against the risk of such damage.
(2) Claims of the customer against Prime Filter Parts due to defects in goods delivered by Prime Filter Parts or due to services rendered by Prime Filter Parts in breach of duty – including claims for damages and claims for compensation for futile expenses – shall become statute-barred within six months after delivery of the contractually owed object or other service.
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