Terms and Conditions
Terms and Conditions
Terms and Conditions
AI
General Terms and Conditions for Deliveries and Services of Perle Industrieservice GmbH & Co. KG ("Perle Industrieservice")
for use in business transactions with entrepreneurs
Status: January 2026
1. Scope of these General Terms and Conditions
a) In the contractual relationship between Perle Industrieservice and the customer, these General Terms and Conditions for Deliveries and Services ("General Terms and Conditions") apply exclusively and at all times. This does not apply if the customer is a consumer. In such a case, the General Terms and Conditions do not apply.
b) Terms and conditions of the customer are not recognized by Perle Industrieservice unless Perle Industrieservice expressly agrees to their validity in writing. The General Terms and Conditions of Perle Industrieservice also apply if Perle Industrieservice performs the service to the customer without reservation while being aware of terms and conditions of the customer that conflict with or deviate from its own General Terms and Conditions.
c) These General Terms and Conditions also apply to all future transactions with the customer regarding deliveries of goods and services.
2. Conclusion of Contract; Content of the Contractual Relationship
a) A contractual relationship between Perle Industrieservice and the customer is established when Perle Industrieservice sends the customer a written offer upon their request and the customer signs this offer and returns it to Perle Industrieservice ("confirmed offer"). Without prejudice to Clause 1, the details contained in the confirmed offer are exclusively decisive for the content of the contractual relationship. Subsidiary agreements and other changes to the contractual relationship only become effective if Perle Industrieservice confirms them in writing.
b) The disclosing contractual partner retains unrestricted ownership, copyright, and all other exploitation rights to cost estimates, drawings, and other documents ("Documents") that one contractual partner provides or otherwise makes accessible to the other in the course of contract negotiations. This applies in particular if no contractual relationship is established. The Documents are to be treated confidentially and may only be made accessible to third parties with prior written consent. Deviating from this, documents of the customer may be made accessible to third parties to whom Perle Industrieservice permissibly transfers the provision of services. If no contractual relationship is established, the Documents must be returned to the disclosing contractual partner immediately upon their request. If there is a public law obligation to retain the Documents, the return must take place immediately after the retention period has expired at the request of the disclosing contractual partner.
3. Prices / Payment Terms
a) Unless otherwise agreed, payments are due immediately. The customer falls into default without the need for a separate warning if they do not make payment within 14 days of receipt of an invoice or equivalent payment statement. Section 286 (3) sentence 2 of the German Civil Code (BGB) remains unaffected.
b) All payments are to be made to Perle Industrieservice free of transaction charges.
c) The customer can only offset claims that are undisputed or have been legally established.
d) If there is a significant deterioration in the customer's financial situation after the conclusion of the contract, e.g., check protest, debt settlement plan, insolvency petition, Perle Industrieservice may, at its own discretion, demand security or advance payment for all maintenance and repair work still to be carried out as well as deliveries of goods from the same legal relationship. If the customer does not comply with this demand, Perle Industrieservice can withdraw from the contract.
e) For a purchase price below one hundred and seventy-five thousand euros (€175,000), the Seller issues its invoices upon shipment of the products or after completion of the services. If the purchase price is one hundred and seventy-five thousand euros (€175,000) or more, rolling invoices starting with an initial twenty-five percent (25%) of the purchase price for products and services will be issued upon signing of the contract or the Seller's order confirmation, whichever occurs earlier, so that ninety percent (90%) of the purchase price is paid before the first scheduled shipment of products takes place and the services are invoiced according to the progress of performance ("Progress Payments"). For each calendar month or part thereof of late payment, the Buyer shall pay default interest at a rate of 1.5% of the overdue amount per month or the maximum rate permitted by law, whichever is lower.
4. Prices for Maintenance and Repair Work ("Work") and for the Delivery of Goods ("Deliveries of Goods")
a) The prices for Work and Deliveries of Goods (together "Services") are exclusive of the applicable statutory value-added tax.
b) If the Deliveries of Goods are installed at the customer's site as part of the Work, the prices include packaging and transport to the installation site; otherwise, they are "ex works" and exclusive of packaging.
c) If the shipment of a Delivery of Goods or Work for which goods are kept ready is delayed at the customer's request by more than one month, or if the Delivery of Goods made available for collection is not collected within one month after notification of the customer, Perle Industrieservice may charge the customer a flat-rate storage fee of 0.5% of the price of the Delivery of Goods for each started month, up to a maximum of 5% of the price of the Delivery of Goods. Both contracting parties remain free to prove higher or lower storage costs.
d) If Work is delayed due to circumstances for which Perle Industrieservice is not responsible, the customer must reimburse Perle Industrieservice for the resulting costs, in particular for waiting times, travel, and personnel, upon proof.
5. Performance Dates and Deadlines
a) A date for the performance of services ("Performance Date") is only binding if it has been expressly designated as binding. In the case of Work, the Performance Date always only designates the day on which the Work is to begin. Performance Dates for Deliveries of Goods that are not provided in connection with Work apply ex works. Partial deliveries of goods are permitted to the extent that they are reasonable for the customer.
b) Clause 5.a) applies accordingly to performance deadlines.
6. Customer's Duty to Cooperate in Connection with Work
a) The customer must ensure that Perle Industrieservice can access the respective wind turbine safely with heavy construction vehicles and mobile cranes if necessary. Corresponding paved parking and setup spaces are to be provided at the wind turbine. The customer must ensure that the wind turbine is safely accessible for Perle Industrieservice. This does not apply to the hazards due to which the Work was commissioned by the customer.
b) The customer must provide protective clothing and safety devices that are required due to special circumstances for the Work on the respective wind turbine.
c) As far as necessary for the proper progress of the Work, the customer or a competent representative instructed by them is obliged to be present during the course of the Work and to carry out any necessary switching operations. Perle Industrieservice will inform the customer of the necessity of presence as soon as it recognizes this necessity itself.
d) The customer must inform Perle Industrieservice unsolicited of the location of power and other utility lines and provide corresponding details, provided this is necessary for the Work. Upon request, the customer must provide Perle Industrieservice with all plans and other technical documents available to them regarding the wind turbine concerned.
e) It is the customer's responsibility to obtain any permits and releases necessary for the Work by Perle Industrieservice on the wind turbine.
7. Acceptance
a) Acceptance of Work within the meaning of Section 640 BGB is deemed to have occurred if the customer does not object within twelve days after Perle Industrieservice has notified them of the completion of the Work. This only applies if the customer was informed of this legal consequence in the completion notification and the Work has been performed in accordance with the contract, with the exception of insignificant defects.
b) Acceptance of Work is also deemed to have occurred twelve days after the customer has put the wind turbine back into operation following the completion of the Work. This does not apply if the customer puts the wind turbine back into operation only under the pressure of circumstances.
8. Keeping Defective Parts Available for Inspection
a) Perle Industrieservice offers to store removed defective parts, which according to the agreement with the customer become the property of Perle Industrieservice upon removal and/or are to be disposed of by Perle Industrieservice, free of charge for a period of four weeks after removal at its branch in 48488 Emsbüren or at another suitable location to be determined by Perle Industrieservice, and to keep them ready for inspection. If such storage is desired, the customer or their insurer must notify Perle Industrieservice of this in text form at the time of the conclusion of the contract, but at the latest within three working days after receipt of a corresponding inquiry from Perle Industrieservice to the customer. Otherwise, Perle Industrieservice will dispose of the defective part. Perle Industrieservice is not obliged to send a corresponding inquiry to the customer. Perle Industrieservice is entitled to refuse storage if it is to be feared that hazards emanate from the defective part itself or its storage. Perle Industrieservice is also entitled, in the event of such a fear, to end storage that has already taken place immediately and without prior consultation.
b) If a defective part is to be stored beyond the period in accordance with 8.a), the customer or the insurer must notify Perle Industrieservice in writing by the end of the third week after the start of storage. Provided that the existing storage capacities allow it, Perle Industrieservice will comply with the request for extended storage. Perle Industrieservice is entitled to charge the customer a flat rate of costs for the period of extended storage. If the total weight of the defective part is less than 150 kg, this amounts to EUR 2.50 net per day started, for a higher weight to EUR 6.20 net per day started. Perle Industrieservice is entitled to demand monthly on-account payments.
c) Perle Industrieservice will store the defective parts professionally, safely, and dry. Modifications, cleaning, or other measures will not be carried out. The defective parts are identified and archived by tags. Any customer or insurer requirements for storage that go beyond this will be invoiced separately according to actual effort and will only be carried out if they are reasonable. Perle Industrieservice is entitled, without separate consultation with the customer or the insurer and against reimbursement of costs, to take such additional measures as are necessary to avert danger.
d) Perle Industrieservice is entitled to end the storage after a reasonable period of time has elapsed if this becomes necessary due to a lack of storage capacity or if the customer does not pay an on-account invoice in accordance with 8.b) in a timely manner. This also applies if Perle Industrieservice reduces its existing storage capacities. Perle Industrieservice must inform the customer or the insurer of this with one week's notice.
9. Retention of Title
a) Ownership of a Delivery of Goods, regardless of actual delivery, passes to the customer at the earliest when the purchase price for this Delivery of Goods has been paid in full. Full payment of the purchase price only occurs in the case of checks, bills of exchange, and direct debits when a chargeback of the amount credited to the account of Perle Industrieservice is no longer possible.
b) A further prerequisite for the transfer of ownership of the Delivery of Goods to the customer is that all claims to which Perle Industrieservice is entitled against the customer from the mutual business relationship have been fully settled. In the case of a current account, the retained title serves as security for the balance claim. This does not apply if the customer is not a merchant.
c) If the actual value of the Deliveries of Goods made under retention of title and the other securities provided by the customer, including the assigned claims, exceeds 120% of the sum of the customer's liabilities from the mutual business relationship, Perle Industrieservice is obliged, at the customer's request, to release, transfer ownership, or reassign them proportionally to the extent that the security no longer exceeds 120% of the liabilities.
d) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is entitled to demand the immediate return of the goods subject to retention of title. This does not constitute a withdrawal from the contract. This does not apply to Deliveries of Goods that the customer has already paid for, nor if the customer is not responsible for the circumstances of their default in payment.
e) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is authorized, after the fruitless expiry of a reasonable payment deadline set for the customer, to withdraw from the contract and take back the goods. After taking back the goods, Perle Industrieservice is authorized to utilize them, which must be threatened to the customer in advance with a reasonable deadline.
f) The proceeds from utilization—less reasonable utilization costs—are to be credited against the customer's liabilities. Any loss in value that has occurred in the meantime, as well as return and disassembly costs, may be deducted.
g) Upon request, Perle Industrieservice must be permitted to take an inventory of the goods stored at the customer's site and delivered by Perle Industrieservice in the event of a payment default by the customer that is not merely temporary.
h) 9.a), 9.b), and 9.d) do not apply if the customer is not a merchant.
10. Transfer of Risk
a) Unless expressly agreed otherwise, delivery "ex works" (Incoterms 2000) is owed in the case of a pure Delivery of Goods.
b) In the case of pure Deliveries of Goods, even with carriage-paid delivery, the risk passes to the customer as soon as the goods are made available for collection by the customer and the customer has been informed accordingly or—if agreed—has been dispatched for shipment to the customer. At the express request and expense of the customer, deliveries by Perle Industrieservice will be insured against the usual transport risks.
c) 10.a) and 10.b) also apply if the shipment of the Delivery of Goods is carried out by Perle Industrieservice itself.
d) If, in addition to the delivery, the assembly of the goods is also carried out by Perle Industrieservice or third parties commissioned by it as part of the Work, then, deviating from 10.a) to c), the risk passes to the customer upon installation of the goods in the wind turbine.
e) If the shipment of goods or the installation is delayed for reasons for which the customer is responsible, the risk passes to the customer at the time when the shipment or installation would have been carried out if progress had been orderly. The same applies if the customer does not collect the goods made available and offered to them or otherwise falls into default of acceptance.
11. Scope and Reach of Warranty for Material Defects
a) Claims for material defects lapse in twelve months from the transfer of risk. This does not apply in cases to be judged according to Sections 438 (1) No. 2, 479 or Section 634a (1) No. 2 BGB, as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by Perle Industrieservice, or in the event of malicious concealment of a defect.
b) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality and only insignificant impairment of usability.
c) In the event of defective performance of the contract, the customer can demand supplementary performance. Perle Industrieservice is entitled to decide on the type of supplementary performance at its reasonable discretion. Section 275 (1) to (3) BGB remain unaffected. The expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, must be borne by Perle Industrieservice, provided that these do not increase because the Delivery of Goods was brought to a place other than the place of intended use of the main item.
d) If the supplementary performance fails, the customer is entitled to reduce the price, without prejudice to Clause 13, or, if a construction service is not the subject of liability for defects, to withdraw from the contract under the statutory requirements.
e) Recourse claims of the customer against Perle Industrieservice pursuant to Section 478 BGB are limited to the scope of the obligations incumbent upon them by law towards their customers. With regard to contractual obligations going beyond this, recourse by the customer against Perle Industrieservice is excluded. Clause 13 applies accordingly to claims for damages.
12. Industrial Property Rights, Copyrights, Defects of Title
a) Unless otherwise agreed, Deliveries of Goods must only be free of industrial property rights and copyrights of third parties ("Property Rights") in Germany. If a Delivery of Goods is also installed by Perle Industrieservice as part of the Work, then, deviating from sentence 1, the Delivery of Goods must be free of Property Rights in the country of installation.
b) In the event of an infringement of Property Rights by Deliveries of Goods used in accordance with the contract, Perle Industrieservice will, at its own expense, either obtain a right of use for the Deliveries of Goods concerned, modify them so that the Property Right is no longer infringed, or perform an exchange.
c) The customer is entitled to the statutory rights of withdrawal or reduction of price if the measures to be taken in accordance with 12.b) fail or are refused by Perle Industrieservice.
d) Clause 13 applies accordingly to claims for damages by the customer due to defects of title.
e) 12.b), 12.c), and 12.d) only apply if the customer immediately notifies Perle Industrieservice in writing of the infringement of Property Rights asserted by the third party, does not recognize the asserted infringement of Property Rights, and all defense measures and settlement negotiations remain reserved for Perle Industrieservice. If the customer stops using the delivery for reasons of damage minimization or other important reasons, they are obliged to point out to the third party that the cessation of use does not constitute an acknowledgment of an infringement of Property Rights.
f) Claims of the customer are excluded to the extent that they are responsible for the infringement of Property Rights. They are also excluded to the extent that the infringement of Property Rights is caused by special specifications of the customer regarding the Delivery of Goods, by an application not foreseeable by Perle Industrieservice, or by the fact that the delivery is modified by the customer or used together with products not delivered by Perle Industrieservice without Perle Industrieservice's consent.
g) Any further claims of the customer against Perle Industrieservice and its vicarious agents due to a defect of title are excluded.
h) The above provisions apply accordingly if a defect of title occurs in a form other than the infringement of Property Rights.
13. Liability for Damages
a) The customer can claim damages in accordance with the statutory provisions in accordance with the following rules.
b) Except in cases of mandatory liability under the Product Liability Act, injury to life, body, or health, and to the extent that Perle Industrieservice has assumed procurement risks or guarantees, liability is limited to intent and gross negligence.
c) 13.b) does not apply in cases of breach of obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the contractual partner relied and was entitled to rely (essential contractual obligations). In such cases, liability is limited to the foreseeable, typically occurring damage, but to a maximum of three times the value of the service.
d) In all other cases, claims for damages by the customer are excluded. The customer's right to withdraw from the contract remains unaffected.
e) A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations. They apply accordingly to the compensation of useless expenses.
f) The above limitations of liability also apply with regard to the personal liability for damages of the employees, workers, staff, representatives, and vicarious agents of Perle Industrieservice.
14. Applicable Law and Jurisdiction
The law of the Federal Republic of Germany applies exclusively to the General Terms and Conditions and the entire legal relationship between Perle Industrieservice and the customer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15. Amendments, Written Form Requirement
a) Subsidiary agreements, amendments, or additions to the contractual relationship are only effective if they are agreed in writing. This also applies to waiving the written form requirement.
b) Should a provision in these General Terms and Conditions or a provision within the scope of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby. This does not apply if keeping the contract would represent an unreasonable hardship for one party. If the invalid agreement is not a General Terms and Conditions clause, the parties are obliged to replace the invalid agreement with a valid agreement that comes as close as possible to the economic purpose of the invalid agreement in a legally effective manner.
General Terms and Conditions for Deliveries and Services of Perle Industrieservice GmbH & Co. KG ("Perle Industrieservice")
for use in business transactions with entrepreneurs
Status: January 2026
1. Scope of these General Terms and Conditions
a) In the contractual relationship between Perle Industrieservice and the customer, these General Terms and Conditions for Deliveries and Services ("General Terms and Conditions") apply exclusively and at all times. This does not apply if the customer is a consumer. In such a case, the General Terms and Conditions do not apply.
b) Terms and conditions of the customer are not recognized by Perle Industrieservice unless Perle Industrieservice expressly agrees to their validity in writing. The General Terms and Conditions of Perle Industrieservice also apply if Perle Industrieservice performs the service to the customer without reservation while being aware of terms and conditions of the customer that conflict with or deviate from its own General Terms and Conditions.
c) These General Terms and Conditions also apply to all future transactions with the customer regarding deliveries of goods and services.
2. Conclusion of Contract; Content of the Contractual Relationship
a) A contractual relationship between Perle Industrieservice and the customer is established when Perle Industrieservice sends the customer a written offer upon their request and the customer signs this offer and returns it to Perle Industrieservice ("confirmed offer"). Without prejudice to Clause 1, the details contained in the confirmed offer are exclusively decisive for the content of the contractual relationship. Subsidiary agreements and other changes to the contractual relationship only become effective if Perle Industrieservice confirms them in writing.
b) The disclosing contractual partner retains unrestricted ownership, copyright, and all other exploitation rights to cost estimates, drawings, and other documents ("Documents") that one contractual partner provides or otherwise makes accessible to the other in the course of contract negotiations. This applies in particular if no contractual relationship is established. The Documents are to be treated confidentially and may only be made accessible to third parties with prior written consent. Deviating from this, documents of the customer may be made accessible to third parties to whom Perle Industrieservice permissibly transfers the provision of services. If no contractual relationship is established, the Documents must be returned to the disclosing contractual partner immediately upon their request. If there is a public law obligation to retain the Documents, the return must take place immediately after the retention period has expired at the request of the disclosing contractual partner.
3. Prices / Payment Terms
a) Unless otherwise agreed, payments are due immediately. The customer falls into default without the need for a separate warning if they do not make payment within 14 days of receipt of an invoice or equivalent payment statement. Section 286 (3) sentence 2 of the German Civil Code (BGB) remains unaffected.
b) All payments are to be made to Perle Industrieservice free of transaction charges.
c) The customer can only offset claims that are undisputed or have been legally established.
d) If there is a significant deterioration in the customer's financial situation after the conclusion of the contract, e.g., check protest, debt settlement plan, insolvency petition, Perle Industrieservice may, at its own discretion, demand security or advance payment for all maintenance and repair work still to be carried out as well as deliveries of goods from the same legal relationship. If the customer does not comply with this demand, Perle Industrieservice can withdraw from the contract.
e) For a purchase price below one hundred and seventy-five thousand euros (€175,000), the Seller issues its invoices upon shipment of the products or after completion of the services. If the purchase price is one hundred and seventy-five thousand euros (€175,000) or more, rolling invoices starting with an initial twenty-five percent (25%) of the purchase price for products and services will be issued upon signing of the contract or the Seller's order confirmation, whichever occurs earlier, so that ninety percent (90%) of the purchase price is paid before the first scheduled shipment of products takes place and the services are invoiced according to the progress of performance ("Progress Payments"). For each calendar month or part thereof of late payment, the Buyer shall pay default interest at a rate of 1.5% of the overdue amount per month or the maximum rate permitted by law, whichever is lower.
4. Prices for Maintenance and Repair Work ("Work") and for the Delivery of Goods ("Deliveries of Goods")
a) The prices for Work and Deliveries of Goods (together "Services") are exclusive of the applicable statutory value-added tax.
b) If the Deliveries of Goods are installed at the customer's site as part of the Work, the prices include packaging and transport to the installation site; otherwise, they are "ex works" and exclusive of packaging.
c) If the shipment of a Delivery of Goods or Work for which goods are kept ready is delayed at the customer's request by more than one month, or if the Delivery of Goods made available for collection is not collected within one month after notification of the customer, Perle Industrieservice may charge the customer a flat-rate storage fee of 0.5% of the price of the Delivery of Goods for each started month, up to a maximum of 5% of the price of the Delivery of Goods. Both contracting parties remain free to prove higher or lower storage costs.
d) If Work is delayed due to circumstances for which Perle Industrieservice is not responsible, the customer must reimburse Perle Industrieservice for the resulting costs, in particular for waiting times, travel, and personnel, upon proof.
5. Performance Dates and Deadlines
a) A date for the performance of services ("Performance Date") is only binding if it has been expressly designated as binding. In the case of Work, the Performance Date always only designates the day on which the Work is to begin. Performance Dates for Deliveries of Goods that are not provided in connection with Work apply ex works. Partial deliveries of goods are permitted to the extent that they are reasonable for the customer.
b) Clause 5.a) applies accordingly to performance deadlines.
6. Customer's Duty to Cooperate in Connection with Work
a) The customer must ensure that Perle Industrieservice can access the respective wind turbine safely with heavy construction vehicles and mobile cranes if necessary. Corresponding paved parking and setup spaces are to be provided at the wind turbine. The customer must ensure that the wind turbine is safely accessible for Perle Industrieservice. This does not apply to the hazards due to which the Work was commissioned by the customer.
b) The customer must provide protective clothing and safety devices that are required due to special circumstances for the Work on the respective wind turbine.
c) As far as necessary for the proper progress of the Work, the customer or a competent representative instructed by them is obliged to be present during the course of the Work and to carry out any necessary switching operations. Perle Industrieservice will inform the customer of the necessity of presence as soon as it recognizes this necessity itself.
d) The customer must inform Perle Industrieservice unsolicited of the location of power and other utility lines and provide corresponding details, provided this is necessary for the Work. Upon request, the customer must provide Perle Industrieservice with all plans and other technical documents available to them regarding the wind turbine concerned.
e) It is the customer's responsibility to obtain any permits and releases necessary for the Work by Perle Industrieservice on the wind turbine.
7. Acceptance
a) Acceptance of Work within the meaning of Section 640 BGB is deemed to have occurred if the customer does not object within twelve days after Perle Industrieservice has notified them of the completion of the Work. This only applies if the customer was informed of this legal consequence in the completion notification and the Work has been performed in accordance with the contract, with the exception of insignificant defects.
b) Acceptance of Work is also deemed to have occurred twelve days after the customer has put the wind turbine back into operation following the completion of the Work. This does not apply if the customer puts the wind turbine back into operation only under the pressure of circumstances.
8. Keeping Defective Parts Available for Inspection
a) Perle Industrieservice offers to store removed defective parts, which according to the agreement with the customer become the property of Perle Industrieservice upon removal and/or are to be disposed of by Perle Industrieservice, free of charge for a period of four weeks after removal at its branch in 48488 Emsbüren or at another suitable location to be determined by Perle Industrieservice, and to keep them ready for inspection. If such storage is desired, the customer or their insurer must notify Perle Industrieservice of this in text form at the time of the conclusion of the contract, but at the latest within three working days after receipt of a corresponding inquiry from Perle Industrieservice to the customer. Otherwise, Perle Industrieservice will dispose of the defective part. Perle Industrieservice is not obliged to send a corresponding inquiry to the customer. Perle Industrieservice is entitled to refuse storage if it is to be feared that hazards emanate from the defective part itself or its storage. Perle Industrieservice is also entitled, in the event of such a fear, to end storage that has already taken place immediately and without prior consultation.
b) If a defective part is to be stored beyond the period in accordance with 8.a), the customer or the insurer must notify Perle Industrieservice in writing by the end of the third week after the start of storage. Provided that the existing storage capacities allow it, Perle Industrieservice will comply with the request for extended storage. Perle Industrieservice is entitled to charge the customer a flat rate of costs for the period of extended storage. If the total weight of the defective part is less than 150 kg, this amounts to EUR 2.50 net per day started, for a higher weight to EUR 6.20 net per day started. Perle Industrieservice is entitled to demand monthly on-account payments.
c) Perle Industrieservice will store the defective parts professionally, safely, and dry. Modifications, cleaning, or other measures will not be carried out. The defective parts are identified and archived by tags. Any customer or insurer requirements for storage that go beyond this will be invoiced separately according to actual effort and will only be carried out if they are reasonable. Perle Industrieservice is entitled, without separate consultation with the customer or the insurer and against reimbursement of costs, to take such additional measures as are necessary to avert danger.
d) Perle Industrieservice is entitled to end the storage after a reasonable period of time has elapsed if this becomes necessary due to a lack of storage capacity or if the customer does not pay an on-account invoice in accordance with 8.b) in a timely manner. This also applies if Perle Industrieservice reduces its existing storage capacities. Perle Industrieservice must inform the customer or the insurer of this with one week's notice.
9. Retention of Title
a) Ownership of a Delivery of Goods, regardless of actual delivery, passes to the customer at the earliest when the purchase price for this Delivery of Goods has been paid in full. Full payment of the purchase price only occurs in the case of checks, bills of exchange, and direct debits when a chargeback of the amount credited to the account of Perle Industrieservice is no longer possible.
b) A further prerequisite for the transfer of ownership of the Delivery of Goods to the customer is that all claims to which Perle Industrieservice is entitled against the customer from the mutual business relationship have been fully settled. In the case of a current account, the retained title serves as security for the balance claim. This does not apply if the customer is not a merchant.
c) If the actual value of the Deliveries of Goods made under retention of title and the other securities provided by the customer, including the assigned claims, exceeds 120% of the sum of the customer's liabilities from the mutual business relationship, Perle Industrieservice is obliged, at the customer's request, to release, transfer ownership, or reassign them proportionally to the extent that the security no longer exceeds 120% of the liabilities.
d) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is entitled to demand the immediate return of the goods subject to retention of title. This does not constitute a withdrawal from the contract. This does not apply to Deliveries of Goods that the customer has already paid for, nor if the customer is not responsible for the circumstances of their default in payment.
e) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is authorized, after the fruitless expiry of a reasonable payment deadline set for the customer, to withdraw from the contract and take back the goods. After taking back the goods, Perle Industrieservice is authorized to utilize them, which must be threatened to the customer in advance with a reasonable deadline.
f) The proceeds from utilization—less reasonable utilization costs—are to be credited against the customer's liabilities. Any loss in value that has occurred in the meantime, as well as return and disassembly costs, may be deducted.
g) Upon request, Perle Industrieservice must be permitted to take an inventory of the goods stored at the customer's site and delivered by Perle Industrieservice in the event of a payment default by the customer that is not merely temporary.
h) 9.a), 9.b), and 9.d) do not apply if the customer is not a merchant.
10. Transfer of Risk
a) Unless expressly agreed otherwise, delivery "ex works" (Incoterms 2000) is owed in the case of a pure Delivery of Goods.
b) In the case of pure Deliveries of Goods, even with carriage-paid delivery, the risk passes to the customer as soon as the goods are made available for collection by the customer and the customer has been informed accordingly or—if agreed—has been dispatched for shipment to the customer. At the express request and expense of the customer, deliveries by Perle Industrieservice will be insured against the usual transport risks.
c) 10.a) and 10.b) also apply if the shipment of the Delivery of Goods is carried out by Perle Industrieservice itself.
d) If, in addition to the delivery, the assembly of the goods is also carried out by Perle Industrieservice or third parties commissioned by it as part of the Work, then, deviating from 10.a) to c), the risk passes to the customer upon installation of the goods in the wind turbine.
e) If the shipment of goods or the installation is delayed for reasons for which the customer is responsible, the risk passes to the customer at the time when the shipment or installation would have been carried out if progress had been orderly. The same applies if the customer does not collect the goods made available and offered to them or otherwise falls into default of acceptance.
11. Scope and Reach of Warranty for Material Defects
a) Claims for material defects lapse in twelve months from the transfer of risk. This does not apply in cases to be judged according to Sections 438 (1) No. 2, 479 or Section 634a (1) No. 2 BGB, as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by Perle Industrieservice, or in the event of malicious concealment of a defect.
b) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality and only insignificant impairment of usability.
c) In the event of defective performance of the contract, the customer can demand supplementary performance. Perle Industrieservice is entitled to decide on the type of supplementary performance at its reasonable discretion. Section 275 (1) to (3) BGB remain unaffected. The expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, must be borne by Perle Industrieservice, provided that these do not increase because the Delivery of Goods was brought to a place other than the place of intended use of the main item.
d) If the supplementary performance fails, the customer is entitled to reduce the price, without prejudice to Clause 13, or, if a construction service is not the subject of liability for defects, to withdraw from the contract under the statutory requirements.
e) Recourse claims of the customer against Perle Industrieservice pursuant to Section 478 BGB are limited to the scope of the obligations incumbent upon them by law towards their customers. With regard to contractual obligations going beyond this, recourse by the customer against Perle Industrieservice is excluded. Clause 13 applies accordingly to claims for damages.
12. Industrial Property Rights, Copyrights, Defects of Title
a) Unless otherwise agreed, Deliveries of Goods must only be free of industrial property rights and copyrights of third parties ("Property Rights") in Germany. If a Delivery of Goods is also installed by Perle Industrieservice as part of the Work, then, deviating from sentence 1, the Delivery of Goods must be free of Property Rights in the country of installation.
b) In the event of an infringement of Property Rights by Deliveries of Goods used in accordance with the contract, Perle Industrieservice will, at its own expense, either obtain a right of use for the Deliveries of Goods concerned, modify them so that the Property Right is no longer infringed, or perform an exchange.
c) The customer is entitled to the statutory rights of withdrawal or reduction of price if the measures to be taken in accordance with 12.b) fail or are refused by Perle Industrieservice.
d) Clause 13 applies accordingly to claims for damages by the customer due to defects of title.
e) 12.b), 12.c), and 12.d) only apply if the customer immediately notifies Perle Industrieservice in writing of the infringement of Property Rights asserted by the third party, does not recognize the asserted infringement of Property Rights, and all defense measures and settlement negotiations remain reserved for Perle Industrieservice. If the customer stops using the delivery for reasons of damage minimization or other important reasons, they are obliged to point out to the third party that the cessation of use does not constitute an acknowledgment of an infringement of Property Rights.
f) Claims of the customer are excluded to the extent that they are responsible for the infringement of Property Rights. They are also excluded to the extent that the infringement of Property Rights is caused by special specifications of the customer regarding the Delivery of Goods, by an application not foreseeable by Perle Industrieservice, or by the fact that the delivery is modified by the customer or used together with products not delivered by Perle Industrieservice without Perle Industrieservice's consent.
g) Any further claims of the customer against Perle Industrieservice and its vicarious agents due to a defect of title are excluded.
h) The above provisions apply accordingly if a defect of title occurs in a form other than the infringement of Property Rights.
13. Liability for Damages
a) The customer can claim damages in accordance with the statutory provisions in accordance with the following rules.
b) Except in cases of mandatory liability under the Product Liability Act, injury to life, body, or health, and to the extent that Perle Industrieservice has assumed procurement risks or guarantees, liability is limited to intent and gross negligence.
c) 13.b) does not apply in cases of breach of obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the contractual partner relied and was entitled to rely (essential contractual obligations). In such cases, liability is limited to the foreseeable, typically occurring damage, but to a maximum of three times the value of the service.
d) In all other cases, claims for damages by the customer are excluded. The customer's right to withdraw from the contract remains unaffected.
e) A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations. They apply accordingly to the compensation of useless expenses.
f) The above limitations of liability also apply with regard to the personal liability for damages of the employees, workers, staff, representatives, and vicarious agents of Perle Industrieservice.
14. Applicable Law and Jurisdiction
The law of the Federal Republic of Germany applies exclusively to the General Terms and Conditions and the entire legal relationship between Perle Industrieservice and the customer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15. Amendments, Written Form Requirement
a) Subsidiary agreements, amendments, or additions to the contractual relationship are only effective if they are agreed in writing. This also applies to waiving the written form requirement.
b) Should a provision in these General Terms and Conditions or a provision within the scope of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby. This does not apply if keeping the contract would represent an unreasonable hardship for one party. If the invalid agreement is not a General Terms and Conditions clause, the parties are obliged to replace the invalid agreement with a valid agreement that comes as close as possible to the economic purpose of the invalid agreement in a legally effective manner.
General Terms and Conditions for Deliveries and Services of Perle Industrieservice GmbH & Co. KG ("Perle Industrieservice")
for use in business transactions with entrepreneurs
Status: January 2026
1. Scope of these General Terms and Conditions
a) In the contractual relationship between Perle Industrieservice and the customer, these General Terms and Conditions for Deliveries and Services ("General Terms and Conditions") apply exclusively and at all times. This does not apply if the customer is a consumer. In such a case, the General Terms and Conditions do not apply.
b) Terms and conditions of the customer are not recognized by Perle Industrieservice unless Perle Industrieservice expressly agrees to their validity in writing. The General Terms and Conditions of Perle Industrieservice also apply if Perle Industrieservice performs the service to the customer without reservation while being aware of terms and conditions of the customer that conflict with or deviate from its own General Terms and Conditions.
c) These General Terms and Conditions also apply to all future transactions with the customer regarding deliveries of goods and services.
2. Conclusion of Contract; Content of the Contractual Relationship
a) A contractual relationship between Perle Industrieservice and the customer is established when Perle Industrieservice sends the customer a written offer upon their request and the customer signs this offer and returns it to Perle Industrieservice ("confirmed offer"). Without prejudice to Clause 1, the details contained in the confirmed offer are exclusively decisive for the content of the contractual relationship. Subsidiary agreements and other changes to the contractual relationship only become effective if Perle Industrieservice confirms them in writing.
b) The disclosing contractual partner retains unrestricted ownership, copyright, and all other exploitation rights to cost estimates, drawings, and other documents ("Documents") that one contractual partner provides or otherwise makes accessible to the other in the course of contract negotiations. This applies in particular if no contractual relationship is established. The Documents are to be treated confidentially and may only be made accessible to third parties with prior written consent. Deviating from this, documents of the customer may be made accessible to third parties to whom Perle Industrieservice permissibly transfers the provision of services. If no contractual relationship is established, the Documents must be returned to the disclosing contractual partner immediately upon their request. If there is a public law obligation to retain the Documents, the return must take place immediately after the retention period has expired at the request of the disclosing contractual partner.
3. Prices / Payment Terms
a) Unless otherwise agreed, payments are due immediately. The customer falls into default without the need for a separate warning if they do not make payment within 14 days of receipt of an invoice or equivalent payment statement. Section 286 (3) sentence 2 of the German Civil Code (BGB) remains unaffected.
b) All payments are to be made to Perle Industrieservice free of transaction charges.
c) The customer can only offset claims that are undisputed or have been legally established.
d) If there is a significant deterioration in the customer's financial situation after the conclusion of the contract, e.g., check protest, debt settlement plan, insolvency petition, Perle Industrieservice may, at its own discretion, demand security or advance payment for all maintenance and repair work still to be carried out as well as deliveries of goods from the same legal relationship. If the customer does not comply with this demand, Perle Industrieservice can withdraw from the contract.
e) For a purchase price below one hundred and seventy-five thousand euros (€175,000), the Seller issues its invoices upon shipment of the products or after completion of the services. If the purchase price is one hundred and seventy-five thousand euros (€175,000) or more, rolling invoices starting with an initial twenty-five percent (25%) of the purchase price for products and services will be issued upon signing of the contract or the Seller's order confirmation, whichever occurs earlier, so that ninety percent (90%) of the purchase price is paid before the first scheduled shipment of products takes place and the services are invoiced according to the progress of performance ("Progress Payments"). For each calendar month or part thereof of late payment, the Buyer shall pay default interest at a rate of 1.5% of the overdue amount per month or the maximum rate permitted by law, whichever is lower.
4. Prices for Maintenance and Repair Work ("Work") and for the Delivery of Goods ("Deliveries of Goods")
a) The prices for Work and Deliveries of Goods (together "Services") are exclusive of the applicable statutory value-added tax.
b) If the Deliveries of Goods are installed at the customer's site as part of the Work, the prices include packaging and transport to the installation site; otherwise, they are "ex works" and exclusive of packaging.
c) If the shipment of a Delivery of Goods or Work for which goods are kept ready is delayed at the customer's request by more than one month, or if the Delivery of Goods made available for collection is not collected within one month after notification of the customer, Perle Industrieservice may charge the customer a flat-rate storage fee of 0.5% of the price of the Delivery of Goods for each started month, up to a maximum of 5% of the price of the Delivery of Goods. Both contracting parties remain free to prove higher or lower storage costs.
d) If Work is delayed due to circumstances for which Perle Industrieservice is not responsible, the customer must reimburse Perle Industrieservice for the resulting costs, in particular for waiting times, travel, and personnel, upon proof.
5. Performance Dates and Deadlines
a) A date for the performance of services ("Performance Date") is only binding if it has been expressly designated as binding. In the case of Work, the Performance Date always only designates the day on which the Work is to begin. Performance Dates for Deliveries of Goods that are not provided in connection with Work apply ex works. Partial deliveries of goods are permitted to the extent that they are reasonable for the customer.
b) Clause 5.a) applies accordingly to performance deadlines.
6. Customer's Duty to Cooperate in Connection with Work
a) The customer must ensure that Perle Industrieservice can access the respective wind turbine safely with heavy construction vehicles and mobile cranes if necessary. Corresponding paved parking and setup spaces are to be provided at the wind turbine. The customer must ensure that the wind turbine is safely accessible for Perle Industrieservice. This does not apply to the hazards due to which the Work was commissioned by the customer.
b) The customer must provide protective clothing and safety devices that are required due to special circumstances for the Work on the respective wind turbine.
c) As far as necessary for the proper progress of the Work, the customer or a competent representative instructed by them is obliged to be present during the course of the Work and to carry out any necessary switching operations. Perle Industrieservice will inform the customer of the necessity of presence as soon as it recognizes this necessity itself.
d) The customer must inform Perle Industrieservice unsolicited of the location of power and other utility lines and provide corresponding details, provided this is necessary for the Work. Upon request, the customer must provide Perle Industrieservice with all plans and other technical documents available to them regarding the wind turbine concerned.
e) It is the customer's responsibility to obtain any permits and releases necessary for the Work by Perle Industrieservice on the wind turbine.
7. Acceptance
a) Acceptance of Work within the meaning of Section 640 BGB is deemed to have occurred if the customer does not object within twelve days after Perle Industrieservice has notified them of the completion of the Work. This only applies if the customer was informed of this legal consequence in the completion notification and the Work has been performed in accordance with the contract, with the exception of insignificant defects.
b) Acceptance of Work is also deemed to have occurred twelve days after the customer has put the wind turbine back into operation following the completion of the Work. This does not apply if the customer puts the wind turbine back into operation only under the pressure of circumstances.
8. Keeping Defective Parts Available for Inspection
a) Perle Industrieservice offers to store removed defective parts, which according to the agreement with the customer become the property of Perle Industrieservice upon removal and/or are to be disposed of by Perle Industrieservice, free of charge for a period of four weeks after removal at its branch in 48488 Emsbüren or at another suitable location to be determined by Perle Industrieservice, and to keep them ready for inspection. If such storage is desired, the customer or their insurer must notify Perle Industrieservice of this in text form at the time of the conclusion of the contract, but at the latest within three working days after receipt of a corresponding inquiry from Perle Industrieservice to the customer. Otherwise, Perle Industrieservice will dispose of the defective part. Perle Industrieservice is not obliged to send a corresponding inquiry to the customer. Perle Industrieservice is entitled to refuse storage if it is to be feared that hazards emanate from the defective part itself or its storage. Perle Industrieservice is also entitled, in the event of such a fear, to end storage that has already taken place immediately and without prior consultation.
b) If a defective part is to be stored beyond the period in accordance with 8.a), the customer or the insurer must notify Perle Industrieservice in writing by the end of the third week after the start of storage. Provided that the existing storage capacities allow it, Perle Industrieservice will comply with the request for extended storage. Perle Industrieservice is entitled to charge the customer a flat rate of costs for the period of extended storage. If the total weight of the defective part is less than 150 kg, this amounts to EUR 2.50 net per day started, for a higher weight to EUR 6.20 net per day started. Perle Industrieservice is entitled to demand monthly on-account payments.
c) Perle Industrieservice will store the defective parts professionally, safely, and dry. Modifications, cleaning, or other measures will not be carried out. The defective parts are identified and archived by tags. Any customer or insurer requirements for storage that go beyond this will be invoiced separately according to actual effort and will only be carried out if they are reasonable. Perle Industrieservice is entitled, without separate consultation with the customer or the insurer and against reimbursement of costs, to take such additional measures as are necessary to avert danger.
d) Perle Industrieservice is entitled to end the storage after a reasonable period of time has elapsed if this becomes necessary due to a lack of storage capacity or if the customer does not pay an on-account invoice in accordance with 8.b) in a timely manner. This also applies if Perle Industrieservice reduces its existing storage capacities. Perle Industrieservice must inform the customer or the insurer of this with one week's notice.
9. Retention of Title
a) Ownership of a Delivery of Goods, regardless of actual delivery, passes to the customer at the earliest when the purchase price for this Delivery of Goods has been paid in full. Full payment of the purchase price only occurs in the case of checks, bills of exchange, and direct debits when a chargeback of the amount credited to the account of Perle Industrieservice is no longer possible.
b) A further prerequisite for the transfer of ownership of the Delivery of Goods to the customer is that all claims to which Perle Industrieservice is entitled against the customer from the mutual business relationship have been fully settled. In the case of a current account, the retained title serves as security for the balance claim. This does not apply if the customer is not a merchant.
c) If the actual value of the Deliveries of Goods made under retention of title and the other securities provided by the customer, including the assigned claims, exceeds 120% of the sum of the customer's liabilities from the mutual business relationship, Perle Industrieservice is obliged, at the customer's request, to release, transfer ownership, or reassign them proportionally to the extent that the security no longer exceeds 120% of the liabilities.
d) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is entitled to demand the immediate return of the goods subject to retention of title. This does not constitute a withdrawal from the contract. This does not apply to Deliveries of Goods that the customer has already paid for, nor if the customer is not responsible for the circumstances of their default in payment.
e) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is authorized, after the fruitless expiry of a reasonable payment deadline set for the customer, to withdraw from the contract and take back the goods. After taking back the goods, Perle Industrieservice is authorized to utilize them, which must be threatened to the customer in advance with a reasonable deadline.
f) The proceeds from utilization—less reasonable utilization costs—are to be credited against the customer's liabilities. Any loss in value that has occurred in the meantime, as well as return and disassembly costs, may be deducted.
g) Upon request, Perle Industrieservice must be permitted to take an inventory of the goods stored at the customer's site and delivered by Perle Industrieservice in the event of a payment default by the customer that is not merely temporary.
h) 9.a), 9.b), and 9.d) do not apply if the customer is not a merchant.
10. Transfer of Risk
a) Unless expressly agreed otherwise, delivery "ex works" (Incoterms 2000) is owed in the case of a pure Delivery of Goods.
b) In the case of pure Deliveries of Goods, even with carriage-paid delivery, the risk passes to the customer as soon as the goods are made available for collection by the customer and the customer has been informed accordingly or—if agreed—has been dispatched for shipment to the customer. At the express request and expense of the customer, deliveries by Perle Industrieservice will be insured against the usual transport risks.
c) 10.a) and 10.b) also apply if the shipment of the Delivery of Goods is carried out by Perle Industrieservice itself.
d) If, in addition to the delivery, the assembly of the goods is also carried out by Perle Industrieservice or third parties commissioned by it as part of the Work, then, deviating from 10.a) to c), the risk passes to the customer upon installation of the goods in the wind turbine.
e) If the shipment of goods or the installation is delayed for reasons for which the customer is responsible, the risk passes to the customer at the time when the shipment or installation would have been carried out if progress had been orderly. The same applies if the customer does not collect the goods made available and offered to them or otherwise falls into default of acceptance.
11. Scope and Reach of Warranty for Material Defects
a) Claims for material defects lapse in twelve months from the transfer of risk. This does not apply in cases to be judged according to Sections 438 (1) No. 2, 479 or Section 634a (1) No. 2 BGB, as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by Perle Industrieservice, or in the event of malicious concealment of a defect.
b) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality and only insignificant impairment of usability.
c) In the event of defective performance of the contract, the customer can demand supplementary performance. Perle Industrieservice is entitled to decide on the type of supplementary performance at its reasonable discretion. Section 275 (1) to (3) BGB remain unaffected. The expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, must be borne by Perle Industrieservice, provided that these do not increase because the Delivery of Goods was brought to a place other than the place of intended use of the main item.
d) If the supplementary performance fails, the customer is entitled to reduce the price, without prejudice to Clause 13, or, if a construction service is not the subject of liability for defects, to withdraw from the contract under the statutory requirements.
e) Recourse claims of the customer against Perle Industrieservice pursuant to Section 478 BGB are limited to the scope of the obligations incumbent upon them by law towards their customers. With regard to contractual obligations going beyond this, recourse by the customer against Perle Industrieservice is excluded. Clause 13 applies accordingly to claims for damages.
12. Industrial Property Rights, Copyrights, Defects of Title
a) Unless otherwise agreed, Deliveries of Goods must only be free of industrial property rights and copyrights of third parties ("Property Rights") in Germany. If a Delivery of Goods is also installed by Perle Industrieservice as part of the Work, then, deviating from sentence 1, the Delivery of Goods must be free of Property Rights in the country of installation.
b) In the event of an infringement of Property Rights by Deliveries of Goods used in accordance with the contract, Perle Industrieservice will, at its own expense, either obtain a right of use for the Deliveries of Goods concerned, modify them so that the Property Right is no longer infringed, or perform an exchange.
c) The customer is entitled to the statutory rights of withdrawal or reduction of price if the measures to be taken in accordance with 12.b) fail or are refused by Perle Industrieservice.
d) Clause 13 applies accordingly to claims for damages by the customer due to defects of title.
e) 12.b), 12.c), and 12.d) only apply if the customer immediately notifies Perle Industrieservice in writing of the infringement of Property Rights asserted by the third party, does not recognize the asserted infringement of Property Rights, and all defense measures and settlement negotiations remain reserved for Perle Industrieservice. If the customer stops using the delivery for reasons of damage minimization or other important reasons, they are obliged to point out to the third party that the cessation of use does not constitute an acknowledgment of an infringement of Property Rights.
f) Claims of the customer are excluded to the extent that they are responsible for the infringement of Property Rights. They are also excluded to the extent that the infringement of Property Rights is caused by special specifications of the customer regarding the Delivery of Goods, by an application not foreseeable by Perle Industrieservice, or by the fact that the delivery is modified by the customer or used together with products not delivered by Perle Industrieservice without Perle Industrieservice's consent.
g) Any further claims of the customer against Perle Industrieservice and its vicarious agents due to a defect of title are excluded.
h) The above provisions apply accordingly if a defect of title occurs in a form other than the infringement of Property Rights.
13. Liability for Damages
a) The customer can claim damages in accordance with the statutory provisions in accordance with the following rules.
b) Except in cases of mandatory liability under the Product Liability Act, injury to life, body, or health, and to the extent that Perle Industrieservice has assumed procurement risks or guarantees, liability is limited to intent and gross negligence.
c) 13.b) does not apply in cases of breach of obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the contractual partner relied and was entitled to rely (essential contractual obligations). In such cases, liability is limited to the foreseeable, typically occurring damage, but to a maximum of three times the value of the service.
d) In all other cases, claims for damages by the customer are excluded. The customer's right to withdraw from the contract remains unaffected.
e) A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations. They apply accordingly to the compensation of useless expenses.
f) The above limitations of liability also apply with regard to the personal liability for damages of the employees, workers, staff, representatives, and vicarious agents of Perle Industrieservice.
14. Applicable Law and Jurisdiction
The law of the Federal Republic of Germany applies exclusively to the General Terms and Conditions and the entire legal relationship between Perle Industrieservice and the customer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15. Amendments, Written Form Requirement
a) Subsidiary agreements, amendments, or additions to the contractual relationship are only effective if they are agreed in writing. This also applies to waiving the written form requirement.
b) Should a provision in these General Terms and Conditions or a provision within the scope of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby. This does not apply if keeping the contract would represent an unreasonable hardship for one party. If the invalid agreement is not a General Terms and Conditions clause, the parties are obliged to replace the invalid agreement with a valid agreement that comes as close as possible to the economic purpose of the invalid agreement in a legally effective manner.
General Terms and Conditions for Deliveries and Services of Perle Industrieservice GmbH & Co. KG ("Perle Industrieservice")
for use in business transactions with entrepreneurs
Status: January 2026
1. Scope of these General Terms and Conditions
a) In the contractual relationship between Perle Industrieservice and the customer, these General Terms and Conditions for Deliveries and Services ("General Terms and Conditions") apply exclusively and at all times. This does not apply if the customer is a consumer. In such a case, the General Terms and Conditions do not apply.
b) Terms and conditions of the customer are not recognized by Perle Industrieservice unless Perle Industrieservice expressly agrees to their validity in writing. The General Terms and Conditions of Perle Industrieservice also apply if Perle Industrieservice performs the service to the customer without reservation while being aware of terms and conditions of the customer that conflict with or deviate from its own General Terms and Conditions.
c) These General Terms and Conditions also apply to all future transactions with the customer regarding deliveries of goods and services.
2. Conclusion of Contract; Content of the Contractual Relationship
a) A contractual relationship between Perle Industrieservice and the customer is established when Perle Industrieservice sends the customer a written offer upon their request and the customer signs this offer and returns it to Perle Industrieservice ("confirmed offer"). Without prejudice to Clause 1, the details contained in the confirmed offer are exclusively decisive for the content of the contractual relationship. Subsidiary agreements and other changes to the contractual relationship only become effective if Perle Industrieservice confirms them in writing.
b) The disclosing contractual partner retains unrestricted ownership, copyright, and all other exploitation rights to cost estimates, drawings, and other documents ("Documents") that one contractual partner provides or otherwise makes accessible to the other in the course of contract negotiations. This applies in particular if no contractual relationship is established. The Documents are to be treated confidentially and may only be made accessible to third parties with prior written consent. Deviating from this, documents of the customer may be made accessible to third parties to whom Perle Industrieservice permissibly transfers the provision of services. If no contractual relationship is established, the Documents must be returned to the disclosing contractual partner immediately upon their request. If there is a public law obligation to retain the Documents, the return must take place immediately after the retention period has expired at the request of the disclosing contractual partner.
3. Prices / Payment Terms
a) Unless otherwise agreed, payments are due immediately. The customer falls into default without the need for a separate warning if they do not make payment within 14 days of receipt of an invoice or equivalent payment statement. Section 286 (3) sentence 2 of the German Civil Code (BGB) remains unaffected.
b) All payments are to be made to Perle Industrieservice free of transaction charges.
c) The customer can only offset claims that are undisputed or have been legally established.
d) If there is a significant deterioration in the customer's financial situation after the conclusion of the contract, e.g., check protest, debt settlement plan, insolvency petition, Perle Industrieservice may, at its own discretion, demand security or advance payment for all maintenance and repair work still to be carried out as well as deliveries of goods from the same legal relationship. If the customer does not comply with this demand, Perle Industrieservice can withdraw from the contract.
e) For a purchase price below one hundred and seventy-five thousand euros (€175,000), the Seller issues its invoices upon shipment of the products or after completion of the services. If the purchase price is one hundred and seventy-five thousand euros (€175,000) or more, rolling invoices starting with an initial twenty-five percent (25%) of the purchase price for products and services will be issued upon signing of the contract or the Seller's order confirmation, whichever occurs earlier, so that ninety percent (90%) of the purchase price is paid before the first scheduled shipment of products takes place and the services are invoiced according to the progress of performance ("Progress Payments"). For each calendar month or part thereof of late payment, the Buyer shall pay default interest at a rate of 1.5% of the overdue amount per month or the maximum rate permitted by law, whichever is lower.
4. Prices for Maintenance and Repair Work ("Work") and for the Delivery of Goods ("Deliveries of Goods")
a) The prices for Work and Deliveries of Goods (together "Services") are exclusive of the applicable statutory value-added tax.
b) If the Deliveries of Goods are installed at the customer's site as part of the Work, the prices include packaging and transport to the installation site; otherwise, they are "ex works" and exclusive of packaging.
c) If the shipment of a Delivery of Goods or Work for which goods are kept ready is delayed at the customer's request by more than one month, or if the Delivery of Goods made available for collection is not collected within one month after notification of the customer, Perle Industrieservice may charge the customer a flat-rate storage fee of 0.5% of the price of the Delivery of Goods for each started month, up to a maximum of 5% of the price of the Delivery of Goods. Both contracting parties remain free to prove higher or lower storage costs.
d) If Work is delayed due to circumstances for which Perle Industrieservice is not responsible, the customer must reimburse Perle Industrieservice for the resulting costs, in particular for waiting times, travel, and personnel, upon proof.
5. Performance Dates and Deadlines
a) A date for the performance of services ("Performance Date") is only binding if it has been expressly designated as binding. In the case of Work, the Performance Date always only designates the day on which the Work is to begin. Performance Dates for Deliveries of Goods that are not provided in connection with Work apply ex works. Partial deliveries of goods are permitted to the extent that they are reasonable for the customer.
b) Clause 5.a) applies accordingly to performance deadlines.
6. Customer's Duty to Cooperate in Connection with Work
a) The customer must ensure that Perle Industrieservice can access the respective wind turbine safely with heavy construction vehicles and mobile cranes if necessary. Corresponding paved parking and setup spaces are to be provided at the wind turbine. The customer must ensure that the wind turbine is safely accessible for Perle Industrieservice. This does not apply to the hazards due to which the Work was commissioned by the customer.
b) The customer must provide protective clothing and safety devices that are required due to special circumstances for the Work on the respective wind turbine.
c) As far as necessary for the proper progress of the Work, the customer or a competent representative instructed by them is obliged to be present during the course of the Work and to carry out any necessary switching operations. Perle Industrieservice will inform the customer of the necessity of presence as soon as it recognizes this necessity itself.
d) The customer must inform Perle Industrieservice unsolicited of the location of power and other utility lines and provide corresponding details, provided this is necessary for the Work. Upon request, the customer must provide Perle Industrieservice with all plans and other technical documents available to them regarding the wind turbine concerned.
e) It is the customer's responsibility to obtain any permits and releases necessary for the Work by Perle Industrieservice on the wind turbine.
7. Acceptance
a) Acceptance of Work within the meaning of Section 640 BGB is deemed to have occurred if the customer does not object within twelve days after Perle Industrieservice has notified them of the completion of the Work. This only applies if the customer was informed of this legal consequence in the completion notification and the Work has been performed in accordance with the contract, with the exception of insignificant defects.
b) Acceptance of Work is also deemed to have occurred twelve days after the customer has put the wind turbine back into operation following the completion of the Work. This does not apply if the customer puts the wind turbine back into operation only under the pressure of circumstances.
8. Keeping Defective Parts Available for Inspection
a) Perle Industrieservice offers to store removed defective parts, which according to the agreement with the customer become the property of Perle Industrieservice upon removal and/or are to be disposed of by Perle Industrieservice, free of charge for a period of four weeks after removal at its branch in 48488 Emsbüren or at another suitable location to be determined by Perle Industrieservice, and to keep them ready for inspection. If such storage is desired, the customer or their insurer must notify Perle Industrieservice of this in text form at the time of the conclusion of the contract, but at the latest within three working days after receipt of a corresponding inquiry from Perle Industrieservice to the customer. Otherwise, Perle Industrieservice will dispose of the defective part. Perle Industrieservice is not obliged to send a corresponding inquiry to the customer. Perle Industrieservice is entitled to refuse storage if it is to be feared that hazards emanate from the defective part itself or its storage. Perle Industrieservice is also entitled, in the event of such a fear, to end storage that has already taken place immediately and without prior consultation.
b) If a defective part is to be stored beyond the period in accordance with 8.a), the customer or the insurer must notify Perle Industrieservice in writing by the end of the third week after the start of storage. Provided that the existing storage capacities allow it, Perle Industrieservice will comply with the request for extended storage. Perle Industrieservice is entitled to charge the customer a flat rate of costs for the period of extended storage. If the total weight of the defective part is less than 150 kg, this amounts to EUR 2.50 net per day started, for a higher weight to EUR 6.20 net per day started. Perle Industrieservice is entitled to demand monthly on-account payments.
c) Perle Industrieservice will store the defective parts professionally, safely, and dry. Modifications, cleaning, or other measures will not be carried out. The defective parts are identified and archived by tags. Any customer or insurer requirements for storage that go beyond this will be invoiced separately according to actual effort and will only be carried out if they are reasonable. Perle Industrieservice is entitled, without separate consultation with the customer or the insurer and against reimbursement of costs, to take such additional measures as are necessary to avert danger.
d) Perle Industrieservice is entitled to end the storage after a reasonable period of time has elapsed if this becomes necessary due to a lack of storage capacity or if the customer does not pay an on-account invoice in accordance with 8.b) in a timely manner. This also applies if Perle Industrieservice reduces its existing storage capacities. Perle Industrieservice must inform the customer or the insurer of this with one week's notice.
9. Retention of Title
a) Ownership of a Delivery of Goods, regardless of actual delivery, passes to the customer at the earliest when the purchase price for this Delivery of Goods has been paid in full. Full payment of the purchase price only occurs in the case of checks, bills of exchange, and direct debits when a chargeback of the amount credited to the account of Perle Industrieservice is no longer possible.
b) A further prerequisite for the transfer of ownership of the Delivery of Goods to the customer is that all claims to which Perle Industrieservice is entitled against the customer from the mutual business relationship have been fully settled. In the case of a current account, the retained title serves as security for the balance claim. This does not apply if the customer is not a merchant.
c) If the actual value of the Deliveries of Goods made under retention of title and the other securities provided by the customer, including the assigned claims, exceeds 120% of the sum of the customer's liabilities from the mutual business relationship, Perle Industrieservice is obliged, at the customer's request, to release, transfer ownership, or reassign them proportionally to the extent that the security no longer exceeds 120% of the liabilities.
d) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is entitled to demand the immediate return of the goods subject to retention of title. This does not constitute a withdrawal from the contract. This does not apply to Deliveries of Goods that the customer has already paid for, nor if the customer is not responsible for the circumstances of their default in payment.
e) If the customer is in default with their payment obligations under 9.a) and 9.b), Perle Industrieservice is authorized, after the fruitless expiry of a reasonable payment deadline set for the customer, to withdraw from the contract and take back the goods. After taking back the goods, Perle Industrieservice is authorized to utilize them, which must be threatened to the customer in advance with a reasonable deadline.
f) The proceeds from utilization—less reasonable utilization costs—are to be credited against the customer's liabilities. Any loss in value that has occurred in the meantime, as well as return and disassembly costs, may be deducted.
g) Upon request, Perle Industrieservice must be permitted to take an inventory of the goods stored at the customer's site and delivered by Perle Industrieservice in the event of a payment default by the customer that is not merely temporary.
h) 9.a), 9.b), and 9.d) do not apply if the customer is not a merchant.
10. Transfer of Risk
a) Unless expressly agreed otherwise, delivery "ex works" (Incoterms 2000) is owed in the case of a pure Delivery of Goods.
b) In the case of pure Deliveries of Goods, even with carriage-paid delivery, the risk passes to the customer as soon as the goods are made available for collection by the customer and the customer has been informed accordingly or—if agreed—has been dispatched for shipment to the customer. At the express request and expense of the customer, deliveries by Perle Industrieservice will be insured against the usual transport risks.
c) 10.a) and 10.b) also apply if the shipment of the Delivery of Goods is carried out by Perle Industrieservice itself.
d) If, in addition to the delivery, the assembly of the goods is also carried out by Perle Industrieservice or third parties commissioned by it as part of the Work, then, deviating from 10.a) to c), the risk passes to the customer upon installation of the goods in the wind turbine.
e) If the shipment of goods or the installation is delayed for reasons for which the customer is responsible, the risk passes to the customer at the time when the shipment or installation would have been carried out if progress had been orderly. The same applies if the customer does not collect the goods made available and offered to them or otherwise falls into default of acceptance.
11. Scope and Reach of Warranty for Material Defects
a) Claims for material defects lapse in twelve months from the transfer of risk. This does not apply in cases to be judged according to Sections 438 (1) No. 2, 479 or Section 634a (1) No. 2 BGB, as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by Perle Industrieservice, or in the event of malicious concealment of a defect.
b) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality and only insignificant impairment of usability.
c) In the event of defective performance of the contract, the customer can demand supplementary performance. Perle Industrieservice is entitled to decide on the type of supplementary performance at its reasonable discretion. Section 275 (1) to (3) BGB remain unaffected. The expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, must be borne by Perle Industrieservice, provided that these do not increase because the Delivery of Goods was brought to a place other than the place of intended use of the main item.
d) If the supplementary performance fails, the customer is entitled to reduce the price, without prejudice to Clause 13, or, if a construction service is not the subject of liability for defects, to withdraw from the contract under the statutory requirements.
e) Recourse claims of the customer against Perle Industrieservice pursuant to Section 478 BGB are limited to the scope of the obligations incumbent upon them by law towards their customers. With regard to contractual obligations going beyond this, recourse by the customer against Perle Industrieservice is excluded. Clause 13 applies accordingly to claims for damages.
12. Industrial Property Rights, Copyrights, Defects of Title
a) Unless otherwise agreed, Deliveries of Goods must only be free of industrial property rights and copyrights of third parties ("Property Rights") in Germany. If a Delivery of Goods is also installed by Perle Industrieservice as part of the Work, then, deviating from sentence 1, the Delivery of Goods must be free of Property Rights in the country of installation.
b) In the event of an infringement of Property Rights by Deliveries of Goods used in accordance with the contract, Perle Industrieservice will, at its own expense, either obtain a right of use for the Deliveries of Goods concerned, modify them so that the Property Right is no longer infringed, or perform an exchange.
c) The customer is entitled to the statutory rights of withdrawal or reduction of price if the measures to be taken in accordance with 12.b) fail or are refused by Perle Industrieservice.
d) Clause 13 applies accordingly to claims for damages by the customer due to defects of title.
e) 12.b), 12.c), and 12.d) only apply if the customer immediately notifies Perle Industrieservice in writing of the infringement of Property Rights asserted by the third party, does not recognize the asserted infringement of Property Rights, and all defense measures and settlement negotiations remain reserved for Perle Industrieservice. If the customer stops using the delivery for reasons of damage minimization or other important reasons, they are obliged to point out to the third party that the cessation of use does not constitute an acknowledgment of an infringement of Property Rights.
f) Claims of the customer are excluded to the extent that they are responsible for the infringement of Property Rights. They are also excluded to the extent that the infringement of Property Rights is caused by special specifications of the customer regarding the Delivery of Goods, by an application not foreseeable by Perle Industrieservice, or by the fact that the delivery is modified by the customer or used together with products not delivered by Perle Industrieservice without Perle Industrieservice's consent.
g) Any further claims of the customer against Perle Industrieservice and its vicarious agents due to a defect of title are excluded.
h) The above provisions apply accordingly if a defect of title occurs in a form other than the infringement of Property Rights.
13. Liability for Damages
a) The customer can claim damages in accordance with the statutory provisions in accordance with the following rules.
b) Except in cases of mandatory liability under the Product Liability Act, injury to life, body, or health, and to the extent that Perle Industrieservice has assumed procurement risks or guarantees, liability is limited to intent and gross negligence.
c) 13.b) does not apply in cases of breach of obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the contractual partner relied and was entitled to rely (essential contractual obligations). In such cases, liability is limited to the foreseeable, typically occurring damage, but to a maximum of three times the value of the service.
d) In all other cases, claims for damages by the customer are excluded. The customer's right to withdraw from the contract remains unaffected.
e) A change in the burden of proof to the disadvantage of the customer is not associated with the above regulations. They apply accordingly to the compensation of useless expenses.
f) The above limitations of liability also apply with regard to the personal liability for damages of the employees, workers, staff, representatives, and vicarious agents of Perle Industrieservice.
14. Applicable Law and Jurisdiction
The law of the Federal Republic of Germany applies exclusively to the General Terms and Conditions and the entire legal relationship between Perle Industrieservice and the customer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15. Amendments, Written Form Requirement
a) Subsidiary agreements, amendments, or additions to the contractual relationship are only effective if they are agreed in writing. This also applies to waiving the written form requirement.
b) Should a provision in these General Terms and Conditions or a provision within the scope of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby. This does not apply if keeping the contract would represent an unreasonable hardship for one party. If the invalid agreement is not a General Terms and Conditions clause, the parties are obliged to replace the invalid agreement with a valid agreement that comes as close as possible to the economic purpose of the invalid agreement in a legally effective manner.