General Terms and Conditions

 

• 1 Scope of Application

(1) These conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB. We only recognize conditions of the customer that conflict with or deviate from our sales conditions if we expressly agree to their validity in writing.

(2) These conditions of sale also apply to all future business with the customer, insofar as it concerns legal transactions of a related nature.

 

• 2 Offer and Conclusion of Contract

If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.

 

• 3 Documents provided

On all documents provided to the customer in connection with the placing of the order, e.g. B. calculations, drawings, etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in § 2, these documents must be returned to us immediately.

 

• 4 Prices and Payment

(1) Unless otherwise agreed in writing, our prices apply ex works excluding packaging and plus VAT at the applicable rate. Packaging costs will be charged separately.

(2) Payment of the purchase price must only be made to the account specified on the invoice. The deduction of a cash discount is only permitted with a special written agreement unless a different agreement is made in the context of invoicing.

(3) Unless otherwise agreed, the purchase price must be paid within ten days of delivery. Default interest is charged at 8% above the respective base rate. The assertion of a higher damage caused by default remains reserved.

(4) Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, material and distribution costs for deliveries that are made three months or later after the conclusion of the contract are reserved.

(5) In the event of a delay in payment (§§ 284 ff. BGB), the claim to a possibly agreed discount and / or bonus regulation ceases with immediate effect.

 

• 5 Offsetting and Retention Rights

The purchaser is only entitled to offset if his counterclaims have been legally established or are undisputed. The purchaser is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

• 6 Delivery Time

(1) The beginning of the delivery time stated by us presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.

(2) If the customer defaults on acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchase item passes to the customer at the point in time when the customer is in default of acceptance or debtor.

 

• 7 Passing of Risk on Dispatch

If the goods are sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when leaving the factory / warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

 

• 8 Return of Goods

The return of goods that have already been sold is fundamentally excluded. If, in exceptional cases, the goods are taken back, the price that is valid on the day of the return will be credited. If the delivery price is below the daily price, it will replace it. This number does not apply if the retention of title regulated in § 9 is exercised.

 

• 9 Retention of Title

(1) We reserve ownership of the delivered goods until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.

(2) The buyer is obliged to treat the goods with care if the ownership has not yet passed to him. In particular, he is obliged to insure them adequately at replacement value against theft, fire, and water damage at his own expense. If maintenance and inspection work must be carried out, the customer must carry this out in good time at his own expense. If ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered item is seized or is subject to other third-party interventions. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incurred.

(3) The customer is entitled to resell the reserved goods in normal business transactions. The purchaser hereby assigns the customer's claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in arrears with payment and, in particular, there is no application to open insolvency proceedings or payment is suspended.

(4) The processing or transformation of the purchased item by the customer is always done in our name and on our behalf. In this case, the purchaser's right to claim the purchased item continues for the remodeled item. If the purchased item is processed with other objects that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing.

 

• 10 Warranty and Notification of Defects as well as Recourse

(1) Warranty rights of the purchaser require that the purchaser has properly complied with the inspection and notification obligations owed under Section 377 HGB.

(2) Claims for defects become statute-barred twelve months after delivery of the goods we have delivered to our customer. Prior to returning the goods our permit is to be requested.

(3) If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will, subject to timely notification of the defect, either repair the goods or deliver replacement goods. We are always given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the above regulation.

(4) If the subsequent performance fails, the customer can - regardless of any claims for damages - withdraw from the contract or reduce the remuneration.

(5) Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear or if the damage occurs after the transfer of risk due to incorrect or negligent handling, excessive use, unsuitable equipment, defective Rework or arise due to special external influences that are not required by the contract. If repair work or changes are carried out improperly by the purchaser or a third party, there are also no claims for defects for these and the resulting consequences.

(6) Claims by the purchaser due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us subsequently to a place other than the customer's branch has been moved, unless the transfer corresponds to its intended use.

(7) The purchaser's right of recourse against us only exists insofar as the purchaser has not made any agreements with his customer that go beyond the statutory warranty claims. Paragraph 6 also applies accordingly to the extent of the customer's right of recourse against the supplier.

 

• 11 Distribution Ban / Contractual Penalty

(1) The customer is not entitled to sell the delivered goods to resellers - without the prior consent of MIAC.

(2) For each case of culpable contravention, excluding the continuation, against the above provision, a contractual penalty in the amount of the net sales value of the delivered goods plus the statutory VAT applicable at the time of delivery is due.

 

• 12 Other

(1) This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business unless the order confirmation states otherwise.

(3) All agreements that are made between the parties for the purpose of executing this contract are set out in writing in this contract.

(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions remain unaffected. The parties undertake to replace the ineffective regulation with a legally permissible regulation which most closely approximates the economic purpose of the ineffective regulation or fills this gap.