Conditions of Delivery/Terms
1. Scope
1.1 The following general terms of business shall apply to all contracts between Müller Industrie-Elektronik GmbH with enterprises. Under § 14 of the Civil Code, an enterprise is any privateindividual or legal entity or legal partnership which exercises its commercial or independent professional rights when concluding a legal transaction.
1.2 The following terms of business shall also apply to all future business relationships with them even if they are not expressly agreed again. Counter-confirmations by the Customer withreference to its own terms of purchasing are hereby expressly rejected.
2. Quotation and contract conclusion
2.1 Our quotations shall be non-binding and subject to change.
2.2 Purchase orders shall require our written or fax confirmation in order to be legally valid. Our sales staff not authorised to make any oral side-agreements or provide oral assurances whichgo beyond the content of the written contract. The cancellation of the written form requirement shall only be possible in writing.
3. Prices and shipment costs
3.1 Prices shall be quoted in euros. They do not include value-added tax. All prices shall be understood on an ex-works basis.
3.2 Packaging, freight, postage, shipment costs and insurance shall be charged separately on a cost basis.
3.3 If our purchase prices, transport costs, company-related taxes or other costs which have an effect on the various prices should undergo unforeseeable change between the conclusion ofthe contract and the agreed date of delivery (for a non-commercial transaction this shall only apply if this period is longer than four months), each party to the contract may demand anappropriate adjustment of the price. We shall notify the Customer of a price increase of more than 5% net before delivery; it may then cancel the contract by means of a written declarationwhich we must receive within ten days of the receipt of this notification. However, this shall only apply to a commercial transaction if the price increase we demand does not exceedgeneral inflation between the date of the purchase order and the agreed delivery date by a not inconsiderable margin.
3.4 Orders for which no fixed prices have been agreed or orders which make up a long term supply relationship shall be charged at the prices in force on the date of delivery.
4. Due date and payment
4.1 The purchase price shall be due for payment immediately on receipt of the invoice on a strictly net basis.
4.2 Discount shall only be given with our expressly written confirmation. We shall not be obliged to accept cheques or bills of exchange. Such acceptance shall always only be made for thesake of fulfilment, however. This shall also apply to purchasing cards and credit cards. Discount and exchange charges must be paid by the Customer and must be paid immediately.
4.3 If no regular customer relationship exists or unless otherwise agreed, the delivery shall be made against payment in the form of cash on delivery or advance bank transfer at our discretion.
4.4 Deliveries to other countries shall only be made against payment in advance unless some other terms of payment have been agreed in writing or a factoring service provider has provideda coverage guarantee.
4.5 For deliveries made against cash on delivery the Customer undertakes to have a receipt issued by the transport company for payment of the goods and to keep this receipt. This receiptmust be produced on request. In the event that it fails to obtain a receipt the Customer shall bear the burden of proof that payment has been made.
4.6 If we become aware of circumstances which put the Customer’s creditworthiness in doubt, in particular if a cheque is not redeemed or the Customer declares insolvency, we shall beentitled to demand immediate payment of all outstanding amounts and to return the cheque. The same shall apply if the Customer is in default with payments for other deliveries. In thesecases we may also demand payment in advance and the provision of security. If we also demand compensation for non-fulfilment, the claim shall be set at 50% of the value of the goodswith no further assessment. The Customer shall be permitted to provide evidence that the actual damages were lower.
4.7 If the Customer is in default with payment the purchase price shall attract default interest at a rate of 8% above the base rate as a result. We reserve the right to claim higher defaultdamages. We shall charge EUR
10.00 for every reminder letter.
4.8 If payments are received, they shall initially be set off against our own accounts receivable pursuant to § 367 of the Civil Code; payments shall then be forwarded to fulfil accounts payableby the Customer to third parties (forwarding costs and insurance costs).
5. Rights of retention, ban on setting off
5.1 The Customer shall only be entitled to set off our accounts receivable if its counter claims have been established by a court of law or are undisputed or have been acknowledged in writing.
5.2 The Customer may only exercise a right of retention if the claims are based on the same contract.
6. Delivery and lead time
6.1 We reserve the right to make design or production modifications and deviations from samples for technical reasons as long as it is reasonable for the Customer to accept them.
6.2 Part shipment shall be permitted and shall be invoiced independently as long as this is reasonable for the Customer to accept and it has an objective interest in the part shipment.
6.3 All lead times shall require written confirmation (by fax or email) and are non-binding.
6.4 If we are in default the Customer may only cancel the contract after the fruitless elapse of an extended deadline set in writing which must be at least one month if the goods have not beendeclared ready for shipment by this date.
6.5 In the event of partial default or partial impossibility, the Customer may only cancel the entire contract and/or demand compensation for non-fulfilment of the entire contract if it has nointerest in the partial fulfilment of the contract.
6.6 If we are unable to deliver the ordered goods at no fault of our own because our supplier has not fulfilled its contract duties, we shall be entitled to cancel the contract with the Customer.This right of cancellation shall only apply, however, if we have concluded a congruent cover transaction (binding, prompt and adequate purchase order for the goods) and we are in noother way responsible for the non-delivery of the goods. In a case of this type we shall notify the Customer without delay of the fact that the ordered goods are not available. Any paymentswhich have already been made shall be reimbursed without delay.
6.7 The Customer undertakes to provide all plans, drawings, substances and materials produced by it promptly if this is necessary. Otherwise we shall be entitled, after the elapse of areasonable deadline, to demand compensation for the delay and to terminate or cancel the contract and demand compensation for non-fulfilment.
6.8 In the event of special products, deviations from the ordered quantity of +/- 5% shall be permitted as long as this is unavoidable for technical reasons and reasonable for the Customer toaccept. We reserve the right to make changes to the design, the choice of material, the specification and the design even after we have dispatched an order confirmation if these changesare in the interest of technical progress and it is reasonable for the Customer to accept them.
6.9 If we arrange the shipment for the Customer, the latter must pay all the costs incurred as a result. Delivery by a forwarding contractor and the conclusion of insurance policies shall alwaysbe on behalf of and in the name of the Customer. Shipment shall be made using normal commercial methods without any responsibility for choosing the cheapest method unless theCustomer provides special instructions.
7. Transfer of risk
7.1 The risk shall be transferred to the Customer as soon as the consignment has been handed over to the person carrying out the transport service or has left our warehouse or that of a subcontractorfor shipment.
7.2 If the shipment of the goods is delayed at the request of the Customer, the risk shall be transferred to it when we give notification that the goods are ready for shipment. The same shallapply to claims of rights of retention. In this case we shall be entitled to charge reasonable warehousing costs. If the goods are stored by us, the warehousing costs shall amount to 5% ofthe invoice total of the goods being stored for each complete week. The Customer shall be entitled to provide evidence that the warehousing costs were lower.
8. Reservation of title
8.1 Until all accounts receivable by us from the business relationship with the customer now or in the future, including all balances receivable from a current account, have been settled in full,the Customer shall provide us with the following security which we shall release on request as long as their value exceeds 20% of the accounts receivable on a permanent basis.
8.2 The goods shall remain our property until payment has been made in full.
8.3 If it is a dealer, the Customer shall be entitled to resell the reservation of title goods as part of its normal business practice. All accounts receivable in relation to the reservation of titlegoods from the resale or for any other legal reason (insurance, illegal acts), including all balances receivable from a current account are hereby assigned to us in full by the Customer byway of security. We hereby revocably authorise the Customer to collect the assigned accounts receivable on our account and on our behalf. This collection authorisation may only berevoked if the Customer is in default with the payment. It then undertakes to provide the name, address and total of the accounts receivable from all persons to whom it has sold thereservation of title goods. Seizures or transfers of title by way of security shall not be permitted. If the Customer is not in default, we shall not disclose the assignment. In the event ofaction by third parties involving the reserved title goods, particularly seizures, the Customer shall inform them of our title and notify us without delay so that we can claim our title rights. Ifthe third party is unable to reimburse the court or out of court costs incurred by us in this respect, the Customer shall be liable for them.
8.4 In the event that the Customer breaches the contract, in particular if it is in default, insolvent or submits an application for insolvency, we shall be entitled to take back the reservation oftitle goods or demand the assignment of the Customer’s return claims against third parties. The taking back and seizure of the reservation of title goods by us shall not constitutecancellation of the contract.
8.5 Unless expressly agreed in writing, tools and equipment specifically for the Customer, which we have purchased to complete our order shall remain our property even if we have chargedthe cost of them to the Customer.
9. Defects
9.1 The Customer must notify us of all identifiable defects after taking receipt of the goods but at the latest within seven working days.
9.2 A claim for concealed defects which cannot be identified even on immediate inspection may only be made against us if we receive the complaint within six months of the goods leaving thesupply plant.
9.3 In the event of justified complaints we undertake to refinish the goods in our factory in Germany, Justus-von-Liebig-Straße 24, D-31535 Neustadt or supply replacement goods at our discretion.
9.4 The warranty claims shall be voided if the Customer does not provide us with an opportunity to inspect the defect and if it does not immediately provide the defectives goods or samples ofthem on request.
9.5 Complaints relating to part shipment shall not entitle the Customer to refuse the remaining shipment.
9.6 These terms and conditions shall apply even if we deliver goods other than those agreed in the contract.
9.7 Drawings, images, dimensions, weights or other performance data in catalogues, circulars, price lists, other publications or in our quotations and/or relevant documents shall not constituteproperty or other guarantees but shall only be provided as a description of the product.
9.8 If a defect is based on chemical, physical or thermal influences which are not usual and to which the Customer has made no mention, the warranty shall be voided.
9.9 The statute of limitations for defect warranty claims on the part of the Customer shall be one year.
9.10 If devices are shipped for repair or return, the Customer undertakes to comply strictly with the latest version of the Hazardous Substances Regulation. The Customer shall in particularpack and mark units which are filled with hazardous substances or have otherwise come into contact with them and expressly make note of the link to hazardous substances in the senseof the regulation in the written repair order and, if reasonable, supply a safety data sheet which complies with Directive 91/155/EEC. The acceptance and repair of these devices may berefused at any time and without restriction on the basis of the link with hazardous substances if they are not devices which are covered by the Customer’s defect warranty claims.
10. Liability
10.1 Liability for breaches of duty due to minor negligence shall be excluded unless these breaches of duty are based on the following:
- Breach of cardinal duties
- Death, physical injury or harm to health
- Product liability
10.2 In any event liability shall be limited to the foreseeable damage which is typical for this type of contract. This shall generally be based on the value of the goods concerned.
10.3 This limitation of liability shall also apply to breaches of duty by our agents.
11. Compensation claims
11.1 If we demand compensation for the non-fulfilment of the duties to which the Customer (enterprise) was obliged under the contract, the damages shall be set at 50% of the net purchaseprice without any further assessment.
11.2 The Customer shall be permitted to provide evidence that the actual damages were lower or no damages suffered at all.
12. Intellectual property rights
Patent rights, copyrights and other intellectual property rights which are included in a service provided by us shall not be transferred to the Customer. The publication or other disclosure ofplans, estimates, price files, drawings, samples and other technical documents produced by us shall require our prior consent. The same shall apply to their copying or the disclosure of thesedocuments to third parties.
13. Place of fulfilment, place of jurisdiction, applicable law
13.1 The place of fulfilment for all claims arising from the contract between us and the Customer (enterprise) shall be Hanover/Germany.
13.2 If the Customer is also a businessman in the sense of the Commercial Code, legal entity under public law or a public law special asset, Hanover shall be the exclusive place of jurisdictionfor all disputes arising directly or indirectly from the contract.
13.3 German law shall be applicable with the exclusion of the UN Convention for Contracts for the International Sale of Goods.
Issue 11-2014
1.1 The following general terms of business shall apply to all contracts between Müller Industrie-Elektronik GmbH with enterprises. Under § 14 of the Civil Code, an enterprise is any privateindividual or legal entity or legal partnership which exercises its commercial or independent professional rights when concluding a legal transaction.
1.2 The following terms of business shall also apply to all future business relationships with them even if they are not expressly agreed again. Counter-confirmations by the Customer withreference to its own terms of purchasing are hereby expressly rejected.
2. Quotation and contract conclusion
2.1 Our quotations shall be non-binding and subject to change.
2.2 Purchase orders shall require our written or fax confirmation in order to be legally valid. Our sales staff not authorised to make any oral side-agreements or provide oral assurances whichgo beyond the content of the written contract. The cancellation of the written form requirement shall only be possible in writing.
3. Prices and shipment costs
3.1 Prices shall be quoted in euros. They do not include value-added tax. All prices shall be understood on an ex-works basis.
3.2 Packaging, freight, postage, shipment costs and insurance shall be charged separately on a cost basis.
3.3 If our purchase prices, transport costs, company-related taxes or other costs which have an effect on the various prices should undergo unforeseeable change between the conclusion ofthe contract and the agreed date of delivery (for a non-commercial transaction this shall only apply if this period is longer than four months), each party to the contract may demand anappropriate adjustment of the price. We shall notify the Customer of a price increase of more than 5% net before delivery; it may then cancel the contract by means of a written declarationwhich we must receive within ten days of the receipt of this notification. However, this shall only apply to a commercial transaction if the price increase we demand does not exceedgeneral inflation between the date of the purchase order and the agreed delivery date by a not inconsiderable margin.
3.4 Orders for which no fixed prices have been agreed or orders which make up a long term supply relationship shall be charged at the prices in force on the date of delivery.
4. Due date and payment
4.1 The purchase price shall be due for payment immediately on receipt of the invoice on a strictly net basis.
4.2 Discount shall only be given with our expressly written confirmation. We shall not be obliged to accept cheques or bills of exchange. Such acceptance shall always only be made for thesake of fulfilment, however. This shall also apply to purchasing cards and credit cards. Discount and exchange charges must be paid by the Customer and must be paid immediately.
4.3 If no regular customer relationship exists or unless otherwise agreed, the delivery shall be made against payment in the form of cash on delivery or advance bank transfer at our discretion.
4.4 Deliveries to other countries shall only be made against payment in advance unless some other terms of payment have been agreed in writing or a factoring service provider has provideda coverage guarantee.
4.5 For deliveries made against cash on delivery the Customer undertakes to have a receipt issued by the transport company for payment of the goods and to keep this receipt. This receiptmust be produced on request. In the event that it fails to obtain a receipt the Customer shall bear the burden of proof that payment has been made.
4.6 If we become aware of circumstances which put the Customer’s creditworthiness in doubt, in particular if a cheque is not redeemed or the Customer declares insolvency, we shall beentitled to demand immediate payment of all outstanding amounts and to return the cheque. The same shall apply if the Customer is in default with payments for other deliveries. In thesecases we may also demand payment in advance and the provision of security. If we also demand compensation for non-fulfilment, the claim shall be set at 50% of the value of the goodswith no further assessment. The Customer shall be permitted to provide evidence that the actual damages were lower.
4.7 If the Customer is in default with payment the purchase price shall attract default interest at a rate of 8% above the base rate as a result. We reserve the right to claim higher defaultdamages. We shall charge EUR
10.00 for every reminder letter.
4.8 If payments are received, they shall initially be set off against our own accounts receivable pursuant to § 367 of the Civil Code; payments shall then be forwarded to fulfil accounts payableby the Customer to third parties (forwarding costs and insurance costs).
5. Rights of retention, ban on setting off
5.1 The Customer shall only be entitled to set off our accounts receivable if its counter claims have been established by a court of law or are undisputed or have been acknowledged in writing.
5.2 The Customer may only exercise a right of retention if the claims are based on the same contract.
6. Delivery and lead time
6.1 We reserve the right to make design or production modifications and deviations from samples for technical reasons as long as it is reasonable for the Customer to accept them.
6.2 Part shipment shall be permitted and shall be invoiced independently as long as this is reasonable for the Customer to accept and it has an objective interest in the part shipment.
6.3 All lead times shall require written confirmation (by fax or email) and are non-binding.
6.4 If we are in default the Customer may only cancel the contract after the fruitless elapse of an extended deadline set in writing which must be at least one month if the goods have not beendeclared ready for shipment by this date.
6.5 In the event of partial default or partial impossibility, the Customer may only cancel the entire contract and/or demand compensation for non-fulfilment of the entire contract if it has nointerest in the partial fulfilment of the contract.
6.6 If we are unable to deliver the ordered goods at no fault of our own because our supplier has not fulfilled its contract duties, we shall be entitled to cancel the contract with the Customer.This right of cancellation shall only apply, however, if we have concluded a congruent cover transaction (binding, prompt and adequate purchase order for the goods) and we are in noother way responsible for the non-delivery of the goods. In a case of this type we shall notify the Customer without delay of the fact that the ordered goods are not available. Any paymentswhich have already been made shall be reimbursed without delay.
6.7 The Customer undertakes to provide all plans, drawings, substances and materials produced by it promptly if this is necessary. Otherwise we shall be entitled, after the elapse of areasonable deadline, to demand compensation for the delay and to terminate or cancel the contract and demand compensation for non-fulfilment.
6.8 In the event of special products, deviations from the ordered quantity of +/- 5% shall be permitted as long as this is unavoidable for technical reasons and reasonable for the Customer toaccept. We reserve the right to make changes to the design, the choice of material, the specification and the design even after we have dispatched an order confirmation if these changesare in the interest of technical progress and it is reasonable for the Customer to accept them.
6.9 If we arrange the shipment for the Customer, the latter must pay all the costs incurred as a result. Delivery by a forwarding contractor and the conclusion of insurance policies shall alwaysbe on behalf of and in the name of the Customer. Shipment shall be made using normal commercial methods without any responsibility for choosing the cheapest method unless theCustomer provides special instructions.
7. Transfer of risk
7.1 The risk shall be transferred to the Customer as soon as the consignment has been handed over to the person carrying out the transport service or has left our warehouse or that of a subcontractorfor shipment.
7.2 If the shipment of the goods is delayed at the request of the Customer, the risk shall be transferred to it when we give notification that the goods are ready for shipment. The same shallapply to claims of rights of retention. In this case we shall be entitled to charge reasonable warehousing costs. If the goods are stored by us, the warehousing costs shall amount to 5% ofthe invoice total of the goods being stored for each complete week. The Customer shall be entitled to provide evidence that the warehousing costs were lower.
8. Reservation of title
8.1 Until all accounts receivable by us from the business relationship with the customer now or in the future, including all balances receivable from a current account, have been settled in full,the Customer shall provide us with the following security which we shall release on request as long as their value exceeds 20% of the accounts receivable on a permanent basis.
8.2 The goods shall remain our property until payment has been made in full.
8.3 If it is a dealer, the Customer shall be entitled to resell the reservation of title goods as part of its normal business practice. All accounts receivable in relation to the reservation of titlegoods from the resale or for any other legal reason (insurance, illegal acts), including all balances receivable from a current account are hereby assigned to us in full by the Customer byway of security. We hereby revocably authorise the Customer to collect the assigned accounts receivable on our account and on our behalf. This collection authorisation may only berevoked if the Customer is in default with the payment. It then undertakes to provide the name, address and total of the accounts receivable from all persons to whom it has sold thereservation of title goods. Seizures or transfers of title by way of security shall not be permitted. If the Customer is not in default, we shall not disclose the assignment. In the event ofaction by third parties involving the reserved title goods, particularly seizures, the Customer shall inform them of our title and notify us without delay so that we can claim our title rights. Ifthe third party is unable to reimburse the court or out of court costs incurred by us in this respect, the Customer shall be liable for them.
8.4 In the event that the Customer breaches the contract, in particular if it is in default, insolvent or submits an application for insolvency, we shall be entitled to take back the reservation oftitle goods or demand the assignment of the Customer’s return claims against third parties. The taking back and seizure of the reservation of title goods by us shall not constitutecancellation of the contract.
8.5 Unless expressly agreed in writing, tools and equipment specifically for the Customer, which we have purchased to complete our order shall remain our property even if we have chargedthe cost of them to the Customer.
9. Defects
9.1 The Customer must notify us of all identifiable defects after taking receipt of the goods but at the latest within seven working days.
9.2 A claim for concealed defects which cannot be identified even on immediate inspection may only be made against us if we receive the complaint within six months of the goods leaving thesupply plant.
9.3 In the event of justified complaints we undertake to refinish the goods in our factory in Germany, Justus-von-Liebig-Straße 24, D-31535 Neustadt or supply replacement goods at our discretion.
9.4 The warranty claims shall be voided if the Customer does not provide us with an opportunity to inspect the defect and if it does not immediately provide the defectives goods or samples ofthem on request.
9.5 Complaints relating to part shipment shall not entitle the Customer to refuse the remaining shipment.
9.6 These terms and conditions shall apply even if we deliver goods other than those agreed in the contract.
9.7 Drawings, images, dimensions, weights or other performance data in catalogues, circulars, price lists, other publications or in our quotations and/or relevant documents shall not constituteproperty or other guarantees but shall only be provided as a description of the product.
9.8 If a defect is based on chemical, physical or thermal influences which are not usual and to which the Customer has made no mention, the warranty shall be voided.
9.9 The statute of limitations for defect warranty claims on the part of the Customer shall be one year.
9.10 If devices are shipped for repair or return, the Customer undertakes to comply strictly with the latest version of the Hazardous Substances Regulation. The Customer shall in particularpack and mark units which are filled with hazardous substances or have otherwise come into contact with them and expressly make note of the link to hazardous substances in the senseof the regulation in the written repair order and, if reasonable, supply a safety data sheet which complies with Directive 91/155/EEC. The acceptance and repair of these devices may berefused at any time and without restriction on the basis of the link with hazardous substances if they are not devices which are covered by the Customer’s defect warranty claims.
10. Liability
10.1 Liability for breaches of duty due to minor negligence shall be excluded unless these breaches of duty are based on the following:
- Breach of cardinal duties
- Death, physical injury or harm to health
- Product liability
10.2 In any event liability shall be limited to the foreseeable damage which is typical for this type of contract. This shall generally be based on the value of the goods concerned.
10.3 This limitation of liability shall also apply to breaches of duty by our agents.
11. Compensation claims
11.1 If we demand compensation for the non-fulfilment of the duties to which the Customer (enterprise) was obliged under the contract, the damages shall be set at 50% of the net purchaseprice without any further assessment.
11.2 The Customer shall be permitted to provide evidence that the actual damages were lower or no damages suffered at all.
12. Intellectual property rights
Patent rights, copyrights and other intellectual property rights which are included in a service provided by us shall not be transferred to the Customer. The publication or other disclosure ofplans, estimates, price files, drawings, samples and other technical documents produced by us shall require our prior consent. The same shall apply to their copying or the disclosure of thesedocuments to third parties.
13. Place of fulfilment, place of jurisdiction, applicable law
13.1 The place of fulfilment for all claims arising from the contract between us and the Customer (enterprise) shall be Hanover/Germany.
13.2 If the Customer is also a businessman in the sense of the Commercial Code, legal entity under public law or a public law special asset, Hanover shall be the exclusive place of jurisdictionfor all disputes arising directly or indirectly from the contract.
13.3 German law shall be applicable with the exclusion of the UN Convention for Contracts for the International Sale of Goods.
Issue 11-2014
