Terms and conditions

Terms And Conditions

Except as agreed in writing the following terms and conditions apply without

exception to all sales and services by PEHA GmbH & Co. KG, Daimlerstr. 4,

58553 Halver, Germany (“PEHA”) to Buyer within the territory of the Federal

Republic of Germany.

Last revised: May 2020

1. Sole Terms

PEHA‘s sale is expressly limited to the terms herein and refers to all goods

sold and services provided by PEHA. Any additional or different terms or

conditions on Buyer‘s purchase order or any other instrument, agreement,

or understanding are deemed to be material alterations and are rejected

and not binding upon PEHA. PEHA‘s acceptance of Buyer‘s purchase order

is expressly conditional upon Buyer‘s assent to the terms and conditions

contained herein in their entirety. Buyer‘s acceptance of delivery from PEHA

constitutes Buyer‘s acceptance of these terms and conditions in their entirety.

2. Quote/Prices

a) Information in any quotations and in attached drawings and illustrations

about the goods, their measurements and weights are only approximate

unless they are expressly stated as being binding.

b) Content and scope of the supply are determined exclusively on the basis of

PEHA‘s written quotation and order confirmation.

c) PEHA‘s quotations are subject to change until accepted by the Buyer. If an

offer is stated as being binding, it shall be binding for 3 months from its date

of issue.

d) PEHA reserves the right to make technical changes to construction, form

and material of good – also during the delivery time – providing these

changes are reasonably acceptable to Buyer. If agreed by the parties,

changes to goods or services to be supplied, PEHA is entitled to claim additional

costs with immediate effect and is not obliged to perform the contract

until Buyer agrees to make such payments.

e) Buyer must request shipment of the entire quantity of goods ordered within

12 months from date of order; otherwise, PEHA‘s standard prices at time

of shipment may, at PEHA‘s option, apply to those quantities actually


even if already invoiced.

f) Prices are EX WORKS PEHA (Incoterms 2010). Unless specifically agreed in

writing prices for goods do not include the cost of packaging, or services

such as shipment, installation, start-up, commissioning or maintenance. If

PEHA has expressly agreed to ship goods, shipment costs will be as per the

quote or if none mentioned the relevant catalog.

g) All tooling, designs, drawings, and other intellectual property produced or

delivered hereunder are owned by PEHA.

h) Order values less than the amount as set out in the price list published

by PEHA from time to time (“Minimum Order Value”) will be subject to a


fee defined in the then current PEHA‘s price list.

3. Payment

a) Payment terms are thirty (30) days from (I) with respect to Products, delivery

of Products by PEHA to a carrier; and (II) with respect to services, the date of

invoice for services performed. Partial shipments will be invoiced as they are

shipped. If Buyer fails to pay any amounts when due (I) Buyer will pay PEHA

a late payment charge equal to 1.5 % per month on such unpaid amounts

(but in no event higher than the maximum amount allowed by law), together

with all costs and expenses, including reasonable attorneys‘ fees, incurred

by PEHA in collecting such overdue amounts; (II) Buyer will not set off or

recoup invoiced amounts or any portion thereof against sums that are due

or may become due from PEHA, its parent, affiliates, subsidiaries or other

divisions or units; (III) PEHA may exclude delinquent amounts from any rebates,

marketing development funds (co-op), or any other incentive calculations;

(IV) PEHA may withhold or deem forfeited all rebates, benefits,

funds, allowances, or incentives that Buyer otherwise may be entitled under

this Agreement; (V) PEHA may withhold all or partial future shipments until

delinquent amounts are paid in full. Buyer will be responsible for all PEHA

storage and carrying costs for any products withheld in connection with delinquent

amounts; (VI) PEHA may suspend performance on any of its obligations

in this Agreement, including any amounts owed by PEHA to Buyer,

until delinquent amounts are paid in full; (VII) PEHA may request cash in

advance for future orders until delinquent amounts are paid in full; (VIII)

PEHA may terminate this Agreement for cause if payment on delinquent

amounts is not received within 10 business days of written notice of breach;

(IX) PEHA may refuse to process Buyer credit; and (X) Buyer may be invoiced

a service fee in the amount of 100.00 EUR for each occurrence for its failure

to include the remittance detail and minimum information described


b) Disputes as to invoices are deemed waived 15 days following the invoice

date. PEHA reserves the right to correct any inaccurate invoices.

4. Delivery, Examination, Retention Of Title, Cooperation

a) All delivery dates are estimates unless agreed otherwise by PEHA in writing.

b) PEHA may make deliveries under any order in one or more shipments, to the

extent that this is reasonably acceptable to Buyer and may issue separate


c) Any fixed dates for deliveries agreed in writing are conditional upon the

timely provision of all documents by the Buyer, any required authorizations

and approvals, in particular of plans and the provision of all necessary information.

If these requirements are not fulfilled in a timely manner, the fixed

dates will be extended accordingly. This does not apply if PEHA is responsible

for the delay.

d) PEHA may demand an appropriate extension of the delivery date in the

event of subsequent changes agreed.

e) Delivery terms for goods are EX WORKS PEHA (Incoterms 2010) with all risk

of loss or damage to goods passing to Buyer upon delivery to carrier.

f) Buyer must inspect all goods upon delivery without undue delay and must

report (I) obvious defects, transport damages, discrepancies and shortages

without undue delay, and in no event later than 10 days after delivery, (II)

hidden defects without undue delay, and in no event later than 10 days after

detection in writing to PEHA. Otherwise all goods will be deemed delivered

and accepted, unless PEHA fraudulently neglected to disclose such faults.

Buyer will return to PEHA any goods that are rejected at its own expense. In

the event Buyer refuses to accept delivery, Buyer shall be liable for increased

costs incurred by PEHA in accordance with section 7c).

g) PEHA shall retain title in all goods delivered by PEHA until payment has

been made in full. In the event Buyer has credit with PEHA, retention of title

shall serve as security for any balance due to PEHA.

h) Until title in the goods is transferred to Buyer, Buyer shall treat the goods

with care; in particular it shall insure them sufficiently against fire, water and

theft at reinstatement value at its own cost.

i) In the event of seizure or any other measure taken by third parties in relation

to the goods, Buyer shall notify PEHA in writing without undue delay so that

PEHA can initiate legal proceedings pursuant to § 771 of the German Code

of Civil Procedure in order to prevent execution of any court order. If the third

party is unable to reimburse the costs incurred in court and out of court of

a claim pursuant to § 771 of the German Code of Civil Procedure, Buyer is

liable for the damages incurred hereby.

j) Any processing of or alteration to the goods carried out by Buyer shall always

be carried out for PEHA. If the goods are processed using other items,

which do not belong to PEHA, PEHA shall acquire co-ownership of the new

item in the ratio of the value of the object delivered to the other processed

items at the time of processing.

k) If the goods are irreversibly mixed using other items, which do not belong to

PEHA, PEHA shall acquire co-ownership of the new item in the ratio of the

value of the object delivered to the other mixed items at the time of mixing.

If the mixing process takes place in such a way that Buyer‘s item must be

regarded as the principal item the parties shall be deemed to have agreed

that Buyer shall transfer shared title to PEHA pro rata.

l) Should Buyer sell the goods delivered, whether processed or not, in due

course of business, it hereby assigns any claims from selling the goods with

all ancillary rights vis-à-vis its customer to PEHA.

m) On good cause Buyer is obliged, if requested by PEHA, to inform PEHA of

any assignment to a third-party purchaser and to give PEHA all information

required for the assertion of its rights and to hand over any documents.

n) Should the realizable value of PEHA‘s security exceed the debt claim to be

secured by more than 10 % PEHA shall release part of the security, at its


at the request of Buyer.

o) Buyer shall make available in time all equipment and grant access to all facilities

which PEHA may require to perform any services.

5. Taxes

The amount of any and all applicable taxes will be added to the price and paid

by Buyer, unless Buyer has provided PEHA with exemption certificates acceptable

to the taxing authorities.

6. Force Majeure, Delay

a) PEHA is not liable for any delay in production or delivery of goods if due to a

force majeure event, which includes, among other things, shortages or


to obtain materials or components, or refusals to grant an export


or the suspension or revocation thereof, or any other acts of any government

that would limit PEHA‘s ability to perform, fire, earthquake, flood,

severe weather conditions, or any other acts of God, quarantines, epidemics,

pandemics, or other regional medical crisis labor strikes or lockouts, riots,

strife, insurrection, civil disobedience, armed conflict, terrorism or war (or

imminent threat of same), or any other cause whatsoever beyond PEHA‘s

reasonable control.

b) If the force majeure event continues for longer than 90 days, either party

may terminate Buyer‘s purchase order. If Buyer terminates the order, Buyer

will pay PEHA for work performed prior to termination and all reasonable

expenses incurred by PEHA prior to termination. In the event of delays in

delivery or performance caused by force majeure or Buyer, the date of delivery

or performance shall be extended by the period of time PEHA is actually

delayed or as mutually agreed. Any claims for damages, costs or losses howsoever

construed shall be excluded.

c) If, for reasons other than the foregoing, PEHA should default or delay or not

deliver goods, Buyer‘s sole remedy against PEHA is an option to cancel

Buyer‘s purchase order, through prior written notice to PEHA. In as far as

Buyer incurs damages due to a delivery delay, PEHA‘s liability is limited to

0.5 % of the order value of the delayed delivery per week up to a maximum

amount of 5 % of the order value of the delayed delivery. Buyer is only


to claim damages in lieu of performance in accordance with section

10 (limitation of liability).

7. Termination, Return Of Goods

a) Buyer may not terminate or cancel a purchase order without PEHA‘s prior

written consent. Goods scheduled for shipment within 30 days cannot be

rescheduled. Goods scheduled for shipment between 30 and 60 days may

be rescheduled with PEHA‘s prior written consent and if rescheduled beyond

60 days that quantity may not be further rescheduled. Buyer is nonetheless

liable for termination charges, which may include (I) a price adjustment

based on the quantity of goods delivered, (II) all costs, direct and

indirect, incurred and committed for Buyer‘s terminated purchase order, (III)

the full cost of all unique materials required for custom goods, and (IV) a

pro-rata compensation covering the pro-rated expenses and anticipated

profits consistent with industry standards.

b) PEHA may terminate a Buyer‘s purchase order in whole or in part upon


s breach of these terms and conditions or Buyer‘s bankruptcy, insolvency,

dissolution, or receivership proceedings without any further liability.

c) Returns of goods are only accepted in their original packed and sealed condition

within 6 months after shipment. Software, customized products and

products in opened packaging, lacquered und non-reusable parts cannot

be returned. Goods can only be returned with an authorization number

(RMA) obtained from PEHA in advance of shipment to PEHA. The RMA is

specific to the relevant goods and quantity. PEHA reserves the right to (I)

reject any return of other goods than specific to the RMA or (II) charge an

additional 25.00 EUR per return. In case of accepted returns, the purchase

price shall be repaid with a deduction of up to 25 % for processing, testing,


and other overheads. The minimum charge for returns is

50.00 EUR per invoice. This does not affect the purchaser‘s rights under the

product warranty. If the Purchaser withdraws from the Contract and is not

entitled to do so, or if the Purchaser refuses to accept the delivery and is

unjustified in doing so, the Seller is entitled to 15 % of the agreed price as

liquidated damages, unless the Purchaser proves that the Seller has not

suffered any damage or to a lesser extent reserves the right to claim further


8. Intellectual Property And Infringement Indemnification

a) Copyright, design right and all other rights in the design and manufacture

of goods supplied by PEHA remain PEHA‘s property and none is acquired by


b) Any software provided by PEHA is hereby licensed and not sold. The use of

software, if provided separately or installed on a good supplied, is governed

by the following terms unless a software license agreement is included with

such software. The license is nonexclusive and is limited to such equipment

and/or location(s) as are specified on the purchase order for which this instrument

serves as either a quotation or acknowledgment. No other use is

permitted. PEHA retains for itself (or, if applicable, its suppliers) all title and

ownership to any software delivered hereunder, all of which contains confidential

and proprietary information and which ownership includes without

limitation all rights in patents, copyrights, trademarks and trade secrets.

Buyer shall not attempt any sale, transfer, sublicense, reverse compilation

or disassembly or redistribution of the software. Nor shall Buyer copy, disclose

or display any such software, or otherwise make it available to others

(except as PEHA authorizes in writing). If the software is delivered with a

good, Buyer may only transfer its license of the software to a third party in

conjunction with the sale by Buyer of the good on which the software is installed.

PEHA may terminate this license if Buyer breaches fundamental

provisions under these terms and conditions.

c) PEHA agrees to defend or settle any claim, suit, or proceeding brought

against Buyer based upon a claim that any product manufactured and provided

by PEHA hereunder directly infringes any third party patent, copyright,

or maskwork in the European Union and to pay costs and damages

finally awarded to the third party, provided that: (I) PEHA is notified promptly

in writing of such claim; (II) PEHA is provided sole control of such defense

or settlement using counsel of PEHA‘s choice; (III) and Buyer provides PEHA

with all available information and assistance. PEHA shall not be responsible

for any settlement or compromise of such claim made without PEHA‘s written


d) PEHA shall have no such obligation in respect of claims arising: (I) from

goods not in PEHA‘s catalogue or goods developed pursuant to Buyer‘s direction,

design, or specification; (II) from goods developed by PEHA using

any process required by Buyer; (III) from the combination of any goods with

other elements if such infringement would have been avoided by the product

not in such combination; or (IV) from goods that have been modified if

such infringement would have been avoided by the unmodified product.

Buyer agrees to defend, indemnify, and hold harmless PEHA from and

against any claims, suits, or proceedings whatsoever arising from such exclusions

identified in (I)–(IV) above.

e) At any time after such a claim has been made or PEHA believes is likely to be

made, or a court of competent jurisdiction enters an injunction from which

no appeal can be taken, PEHA will have at its option the discretion to: (I)

procure for Buyer the right to continue using such product; (II) replace or

modify such product; or (III) accept the product‘s return and refund the purchase

price less twenty percent (20 %) annual depreciation from shipment

date. In no event shall PEHA be liable for any consequential, incidental, special,

or punitive damages. The foregoing states PEHA‘s entire liability and

Buyer‘s exclusive remedy for any actual or alleged infringement of third

party rights. This section 8 is in lieu of and replaces any other expressed,

implied, or statutory warranty against infringement.

9. Warranty

a) To the extent permitted by law PEHA shall only be liable in accordance with

the following warranty conditions, which replace any other warranties or

guarantees. Any other claim shall be excluded. In particular (unless otherwise

agreed in writing) PEHA does not warrant the fitness of the product for

any specific use which would not be the use for which the product was designed

by its manufacturer.

b) Except as otherwise expressly provided herein, PEHA warrants goods in all

material respects to be free of defective materials and faulty workmanship

and as conforming to applicable specifications and/or drawings.

c) Unless otherwise agreed in writing commencing with PEHA‘s date of shipment,

the warranty period shall run for 12 months. This does not apply to

damage claims according to Section 10. These claims are subject to the

statutory limitation periods. Also excluded from this limitation are recourse

claims in case of consumer products.

d) Goods can only be returned with an authorization number (RMA) obtained

from PEHA in advance of shipment to PEHA. The RMA is specific to the


goods and quantity. Non-complying goods returned to PEHA in


with Section 4 f) will be repaired or replaced (subsequent performance),

at PEHA‘s option, and return-shipped at the lowest cost, transportation

prepaid. The costs of transportation to PEHA have to be borne by


Subsequent performance shall not include removing/de-installing the defective

good or re-installing the repaired good or replacement good, unless

PEHA in the first place undertook to install the good.

e) In the event PEHA fails to repair or replace the non-complying good within a

reasonable time limit set by Buyer, PEHA shall accept the return of such

goods and refund the purchase price less 20 % annual depreciation from

shipment date.

f) The foregoing states Buyer‘s exclusive remedy in case of defects. Buyer is

only entitled to claim damages subject to section 10 (limitation of liability).

g) If so requested by PEHA, the Buyer shall give PEHA sufficient opportunity to

verify any fault, in particular to provide faulty goods and their packaging to

PEHA for inspection. If the Buyer refuses, PEHA shall not be liable for such


h) Goods subject to wear and tear or burnout through usage shall not be

deemed defective because of such wear and tear or burnout. No warranty

shall apply if the defect or damage was caused by or related to installation,

combination with other parts and/or products, modification to or repair of

any goods other than by PEHA, the Buyer‘s failure to apply required or


updates or patches to any software or device in the goods

network environment, or resulted from Buyer‘s acts, omissions, misuse, or


i) Repaired or replaced goods shall be warranted for the remainder of the unused

warranty term or for 90 days from shipment, whichever is longer.

j) It is Buyer‘s responsibility to ensure that the Goods are fit for the application

in which they are used.

k) Software, if supplied separately or installed on goods supplied, and


by PEHA, will be furnished on a medium that is free of defect in

materials or workmanship under normal use for so long as the hardware

and/or system is under warranty. During this period, Buyer has the rights

listed in section 9 d) with regard to any defects of the software. Unless


otherwise in a separate software license agreement no further

warranty is given in respect of software.

l) If PEHA provides any services to the Buyer, including but not limited to training

or assistance with configuration and installation of the goods, PEHA

shall provide such services in accordance with normal industry practice at

such rates as may be specified by PEHA in its price list from time to time. In

case of non-conformance which PEHA has been notified of correctly and

promptly, PEHA will repeat services and/or correct accordingly. To the extent

permitted by law PEHA accepts no liability to the Buyer arising out of

the provision of such services.

m) PEHA does not represent or warrant that the goods may not be compromised

or circumvented or that the goods will prevent any personal injury or

property loss, burglary, robbery, fire or otherwise, or that the goods will in all

cases provide adequate warning or protection. Buyer understands that a

properly installed and maintained alarm may only reduce the risk of burglary,

robbery, fire or other events occurring without providing an alarm,

but it is not an insurance or guarantee that such will not occur or that there

will be no personal injury or property loss as a result.

n) These warranties are for the benefit of the Buyer only and are not assignable

or transferable.

o) Subject to appropriate storage and handling according to the manual PEHA

grants a guarantee of durability (in the meaning of § 443 II German Civil

Code) for 24 months from delivery date to the customer. Excluded are


software, consumables and spare parts. At PEHA‘s discretion the

product will either be replaced or repaired. Defects which occur within the

guarantee period must be reported in writing immediately on detection or if

earlier when it should have been recognized.

p) In the event of the supply of a consumer product any recourse claims remain

unaffected. Any other recourse claims are excluded.

10. Limitation Of Liability

a) PEHA is liable for intent and gross negligence on its part, on the part of its

legal representatives and vicarious agents. If PEHA has not acted intentionally

PEHA‘s liability is restricted to typical, foreseeable damage.

b) PEHA shall also be liable in the event of negligent injury to life, body and

health caused by PEHA, its legal representatives or vicarious agents and in

the event of malicious failure to disclose a defect. Where a guarantee is


by PEHA, then the extent of PEHA‘s liability is to be determined

pursuant to the guarantee declaration.

c) PEHA shall also be liable for the negligent failure to comply with any of its

obligations that are fundamental to the purpose of the agreement. If PEHA

has not acted intentionally PEHA‘s liability is restricted to typical, foreseeable


d) Additionally, PEHA shall be liable in cases of mandatory statutory liability,

for example pursuant to the Product Liability Act.

e) Buyer shall indemnify PEHA against any claims, damages, losses, costs and

expenses incurred by PEHA as a result of either claims made against PEHA

by third parties arising out of the combination or use of the goods with any

incompatible ancillary products that may be connected to the goods, failure

to apply required or recommended updates or patches to any software or

device in the goods network environment or any other matter for which

PEHA would not be liable to Buyer under these terms and conditions.

f) Buyer acknowledges that PEHA has no obligation to provide any form of

cybersecurity or data protection relating to the operation of the goods,


or the network environment. PEHA may provide Internet based

services with the goods. It may change or cancel those services at any time.

PEHA has no obligation to provide any form of cybersecurity or data protection

relating to such Internet based services.

g) Other than stated herein any liability of PEHA is excluded, regardless of the

theory of liability, whether based in contract, tort, indemnity or otherwise.

h) Buyer shall notify and consult with PEHA without undue delay and comprehensively

if it intends to take legal recourse in accordance with the aforementioned

provision. Buyer has to allow PEHA to investigate and examine

the damages.

11. Recommendations

Any recommendations or assistance provided by PEHA concerning the use, design,

application, or operation of the goods shall not be construed as representations

or warranties of any kind, express or implied, and such information is

accepted by Buyer at Buyer‘s own risk and without any obligation or liability to

PEHA. It is the Buyer‘s sole responsibility to determine the suitability of the

goods for use in the Buyer‘s application(s). Other than in cases of statutory obligations

the failure by PEHA to make recommendations or provide assistance

shall not give rise to any liability to PEHA.

12. Laws

a) Buyer will comply with all applicable laws, regulations, and ordinances of

any governmental authority in any country having proper jurisdiction, including,

without limitation, those laws of the United States of America or

other countries that regulate the import or export of the goods provided by

PEHA and shall obtain all necessary import/export licenses in connection

with any subsequent import, export, re-export, transfer, and use of all goods,

technology, and software purchased, licensed, and received from PEHA .

Unless otherwise mutually agreed in writing, Buyer agrees that it will not use

or permit third parties to use the goods in connection with any activity involving

nuclear fission or fusion, any use or handling of any nuclear material,

or any nuclear, chemical, or biological weapons.

b) Buyer shall not sell, transfer, export or re-export any goods or software for

use in activities which involve the design, development, production, use or

stockpiling of nuclear, chemical or biological weapons or missiles, nor use

the goods or software in any facility which engages in activities relating to

such weapons or missiles. In addition, the goods or software may not be

used in connection with any activity involving nuclear fission or fusion, or

any use or handling of any nuclear material until Buyer, at no expense to

PEHA, has insurance coverage, indemnities, and waivers of liability, recourse

and subrogation, acceptable to PEHA and adequate in PEHA‘s


to protect PEHA against any type of liability.

c) Goods and services delivered by PEHA hereunder will be produced and supplied

in compliance with all applicable laws and regulations in the Federal

Republic of Germany. Buyer confirms that it will ensure that all goods are

properly installed and used in accordance with the applicable safety at work

laws and regulations, and Buyer will indemnify PEHA in respect of any costs,

claims, actions or liability arising out of that Act, or otherwise arising out of

the supply by Buyer or use by others of the goods, unless this is not caused

by Buyer‘s failure.

13. Preclusion Against Setoff

Buyer is only entitled to set off any amount against any amount due or to


due from PEHA to Buyer or its affiliates that are undisputed or final


14. WEEE

a) Prices do not include the costs of recycling goods covered by the European

WEEE Directive 2002/96/EC and such costs may be added to the prices


b) Unless a charge has been made therefore under section 14 a) above, if the

provisions of the WEEE Directive 2002/96/EC as implemented in any local

jurisdiction apply to goods, the financing and organization of the disposal

of waste electrical and electronic equipment are with the exception of goods

which are b2c as per PEHA catalog the responsibility of the Buyer who herewith

accepts this responsibility, and Buyer will indemnify PEHA in respect of

all such liabilities. The Buyer will handle the collection, processing and


of the goods in accordance with all applicable laws and regulations

and shall pass on this obligation to the final user of the goods. Failure

by the Buyer to comply with these obligations may lead to the application of

criminal sanctions in accordance with local laws and regulations.

15. Applicable Law

These terms and conditions are subject to the Laws of the Federal Republic of

Germany. These terms and conditions are excluded from the United Nations

Convention on Contracts for the International Sale of Goods, 1980, and any

successor thereto. The competent court at the seat of PEHA will have exclusive

jurisdiction to adjudicate any dispute related to these terms and conditions.

16. Indemnification

Buyer shall indemnify PEHA for all costs and damages, including attorneys‘

fees, suffered by PEHA as a result of Buyer‘s culpable actual or threatened

breach of these terms and conditions.

17. Buyer‘s Obligations Relating To Cybersecurity Event

a) In order to facilitate PEHA‘s investigation of any cybersecurity event


the goods or software, Buyer agrees to cooperate with PEHA in any

investigation, litigation, or other action, as deemed necessary by PEHA to

protect its rights relating to a cybersecurity event.

b) PEHA does not represent that the goods or software is compatible with any

specific third party hardware or software other than as expressly specified

by PEHA. Buyer is responsible for providing and maintaining an operating

environment with at least the minimum standards specified by PEHA. Buyer

understands and warrants that Buyer has an obligation to implement and

maintain reasonable and appropriate security measures relating to the

goods or software, the information used therein, and the network environment.

This obligation includes complying with applicable cybersecurity

standards and best industry practices including those recommended by

any national institutions in the Buyer‘s territory. If a cybersecurity event


Buyer shall promptly notify PEHA of the cybersecurity event. Buyer

shall promptly use its best efforts to detect, respond and recover from such

a cybersecurity event. Buyer shall take reasonable steps to immediately

remedy any cybersecurity event and prevent any further cybersecurity event

at Buyer‘s expense in accordance with applicable laws, regulations, and

standards. Buyer further agrees that Buyer will use its best efforts to preserve

forensic data and evidence in its response to a cybersecurity event.

Buyer will provide and make available this forensic evidence and data to


c) PEHA shall not be liable for damages caused by a cybersecurity event resulting

from Buyer‘s failure to comply with these terms or Buyer‘s failure to

maintain reasonable and appropriate security measures.

d) Buyer agrees to comply with all applicable data security laws and standards,

and shall indemnify and hold PEHA harmless for Buyer‘s failure to comply.

18. Miscellaneous

a) The parties may exchange confidential information during the performance

or fulfilment of any supply. Confidential information includes any information

or data that are provided by one party (the disclosing party) to the other

party (the recipient) in any form, including any information or data relating

to the operation or performance of products and all data generated by the

products which are aggregated and de-identified. However, such information

or data may be used by PEHA in accordance with section 18 b) below. All

confidential information shall remain the property of the disclosing party

and shall be kept confidential by the recipient for a period of 10 years following

the date of disclosure. These obligations shall not apply to information

which is: (I) publicly known at the time of disclosure or becomes publicly

known through no fault of recipient, (II) known to recipient at the time of

disclosure through no wrongful act of recipient, (III) received by recipient

from a third party without restrictions similar to those in this section, or (IV)

independently developed by recipient. Each party shall retain ownership of

its confidential information, including without limitation all rights in patents,

copyrights, trademarks and trade secrets. A recipient of confidential

information may not disclose such confidential information without the

prior written consent of the disclosing party, provided that PEHA may disclose

confidential information to its affiliated companies in the sense of

§§ 15 et seq. AktG, and its and their employees, officers, consultants, agents,

and contractors.

b) Subject to compliance with all applicable data protection laws and regulations,

PEHA retains the right to utilize any and all data and information that

is collected, generated, processed or transmitted by or through the products

and all data and information provided or transmitted to PEHA regarding

the operation or performance of the products in an aggregated or anonymized

form for any business purpose, including product, software or

service development, marketing or sales support or other analytics. To the

extent that Buyer does not own any such information or data, Buyer grants

PEHA and its affiliated companies in the sense of §§ 15 et seq. AktG (or shall

procure for PEHA and its affiliated companies in the sense of §§15 et seq.

AktG the grant of) a perpetual right to use and make derivative works from

such information and data for any lawful purpose.

c) PEHA as a data processor will process Buyer‘s personal data as necessary to

sell the products and/or to provide the services to Buyer and to meet PEHA‘s

obligations under any purchase order and applicable law. PEHA shall process

Buyer‘s personal data during the period of performance of any Buyer‘s

purchase order governed by these terms and conditions and thereafter.

Buyer as data controller acknowledges and agrees that PEHA will share personal

data with its affiliated companies in the sense of §§ 15 et seq. AktG

and may transfer the personal data to USA, India or Mexico.

d) These terms and conditions (including those agreed separately in writing)

constitute the entire agreement of PEHA and Buyer, superseding all prior

agreements or understandings, written or oral, and cannot be amended except

by a mutually executed writing.

e) Buyer may not assign any rights or duties hereunder without PEHA‘s written

prior consent. PEHA may subcontract its obligations hereunder without

Buyer‘s consent. No representation, warranty, course of dealing, or trade


not contained or expressly set forth herein will be binding on PEHA.

f) Headings and captions are for convenience of reference only and do not

alter the meaning or interpretation of these terms and conditions.

g) No failure by PEHA to enforce at any time for any period the provisions hereof

shall be construed as a waiver of such provision or of the right of PEHA to

enforce thereafter each and every provision.

h) In the event any provision herein is determined to be illegal, invalid, or unenforceable,

the validity and enforceability of the remaining provisions shall

not be affected and, in lieu of such provision, a provision as similar in terms

as may be legal, valid, and enforceable shall be added hereto.

i) Provisions herein which by their very nature are intended to survive termination,

cancellation, or completion of supply shall survive such termination,

cancellation, or completion.

j) All stenographic and clerical errors are subject to correction.

k) These terms and conditions shall confer no benefit on any third party.

19. Language

The German language version of these terms and conditions will prevail in case

of conflict with any translations provided for convenience purposes.

Halver, May 2020

Additional terms and conditons for PEHA Elektro GmbH & Co. KG

PEHA Elektro GmbH & Co. KG

a Honeywell Company

Gartenstraße 49

58511 Lüdenscheid


to 7. c) Termination, Return Of Goods

Orders for custom-made products can‘t be cancelled after order. Processing

and already delivered custom-made products can‘t be returned.

to 3. a) Payment

As far as annual bonus is agreed, the bonus credit is due from 15 February of

the following year, for settlement with current deliveries. The bonus bill is thenet

invoice values of the deliveries of the relevant fiscal year without VAT (VAT) included,

netted with any credits of any kind during this fiscal year. The supplier

reserves the right to the bonus groups of the goods to be limited or objects of

the exclude benefits from the bonus ability.

to 2. h) Quote/Prices

For orders with a net value of 250.00 EUR to a single domestic shipping address

For orders with a net value of 300.00 EUR to a single domestic shipping address

is the delivery free (CPT according to Incoterms 2010). For a net value of goods

below 300.00 EUR administration and handling costs of 25.00 EUR will be applied.

For orders below 50 EUR a member of our Customer Services Team will

contact the customer and advise that any order needs to be increased and/or

consolidated to a minimum value of 50.00 EUR. Otherwise, PEHA will be unable

to process the order and it will be rejected. If the revised order value is less than

300.00 EUR it will be subject to a carriage charge of 25.00 EUR. For overnight

deliveries for goods up to 20 kg the standard administration and handling costs

of 35.50 EUR will be applied.

to 2. d) Quote/Prices

Items that are not included in the supplier‘s price list due to the special production,

or not belong to his standard production program, are subject to a surcharge,

which has to be agreed prior to placing the order. If the customer requests

the preparation of special project planning documents, or desires the

initial commissioning or the creation of programs, the supplier is entitled to

charge these costs separately.

to 2. f) Quote/Prices

If express delivery is prescribed by the orderer, he shall bear in any case, the in

excess of the general cargo costs, extra express freight costs. The supplier may,

at its discretion, also shipments unfree and compensate the buyer for the general

cargo tariff.

to 12 c.) Laws

Transport packaging is collected and recovered on the basis of the “Ordinance

on the Prevention of Packaging Waste” of 01 December 1991 via Interseroh


to 7. c) Termination, Return Of Goods

Returns are only accepted by prior, special agreement, documented by a RMA

number. If a return is accepted, the products must be in undestroyed original

packaging freight paid to be sent to our warehouse. There will be a lump sum of

25 % of the value of the goods, however at least 50.00 EUR charged.