General Terms and Conditions
- These General Terms and Conditions of Delivery and Payment (hereinafter referred to as “GTC”) shall only apply to transactions with entrepreneurs within the meaning of § 14 BGB (German Civil Code).
- All offers, deliveries and services of molibso Entwicklungs- und Vertriebs GmbH are based exclusively on these GTC. This also applies to all future business transactions, without the need for express reference in individual cases.
- We do not accept deviating GTC, even if we do not expressly contradict their validity.
II. Offer and conclusion of contract
- Our offers are always subject to confirmation and are non-binding. Unless otherwise stated, we shall adhere to the prices contained in our offers in accordance with the period of validity of the offer.
- A contract is concluded by written or verbal order of the customer and on receipt of our written order confirmation.
- Our employees are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.
- Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in the contract.
- The rights of the customer from the contracts concluded with us are not transferable.
III. Prices and terms of payment
- Our prices apply to delivery ex works plus statutory value-added tax.
- At the request of the contracting parties, we shall dispatch the goods at their expense and risk. In the case of export deliveries, all customs duties, fees and charges associated with the delivery shall be borne by the customer.
- If the customer defaults on his payment obligations, all outstanding invoices from our business relationship with the contractual partner shall automatically become due. We are entitled to demand advance payment or the provision of security for deliveries still to be made. The same shall apply if, after conclusion of the contract, circumstances become known to us which are likely to jeopardise our claim to payment.
- The customer may only offset our payment claims against counterclaims which have been legally established or recognised by us. The same shall apply to the exercise of the customer’s rights of retention, unless these are based on the same contractual relationship as the payment claim concerned.
- Our deliveries are subject to correct and punctual delivery to ourselves.
- The place of performance for our delivery obligations shall be our registered office in Langenfeld / Rhineland. This shall also apply if we send the goods to a place designated by the customer at the customer’s request and risk. The mode of dispatch and packaging shall be at our discretion.
- Delivery times stated by us are not binding and are always approximate unless they have been expressly declared binding. In the case of dispatch of the goods, the delivery date refers to the time of handover to the transporter. If no fixed-date transaction has been agreed, binding delivery dates may also be exceeded by one week without us being in default.
- If the delivery is delayed due to force majeure or other unforeseeable events for which we are not responsible at the time the contract is concluded, the delivery period shall be extended by the duration of the impediment to performance. We shall inform the customer immediately of the occurrence and the expected duration of such an obstacle to performance. If performance is made impossible or unreasonably difficult due to an event mentioned in sentence 1, we shall be entitled to withdraw from the contract.
- We shall be entitled to make partial deliveries to a reasonable extent.
- Insofar as permissible under the Packaging Ordinance, we shall not take back transport packaging or any other packaging. The customer shall dispose of the packaging at his own expense.
V. Cancellation, postponement of delivery dates and withdrawal from the contract
- molibso Entwicklungs- und Vertriebs GmbH shall be entitled to claim damages up to the amount of the list price of the order without separate evidence if the customer cancels confirmed orders in whole or in part or agrees a postponement of delivery dates with molibso Entwicklungs- und Vertriebs GmbH for which he is responsible.
- The agreement on the postponement of delivery dates must be in writing. If acceptance is delayed, molibso Entwicklungs- und Vertriebs GmbH has the right, in addition to the claim for payment, to determine a new delivery date, to withdraw from the contract or to claim damages for delay.
- If molibso Entwicklungs- und Vertriebs GmbH is obliged to combine the contractual product with other parts to be procured by the customer and if the delivery of these parts is delayed due to a delay in delivery on the part of molibso Entwicklungs- und Vertriebs GmbH, the contractual partner shall be entitled to withdraw from the contract.
VI. Transfer of risk
- The risk shall pass to the customer as soon as the goods have been handed over to the transporter or to the customer for collection by the customer. If the delivery is delayed due to circumstances for which the customer is responsible, the risk and storage costs shall pass to the customer from the day on which the goods are ready for dispatch; however, we shall be obliged, at the customer’s request and expense, to effect the insurance which the customer demands.
- The customer may not reject a delivery due to insignificant defects.
- The customer must inspect the goods immediately after delivery and, if a defect becomes apparent, notify us in writing immediately, at the latest 1 week after delivery. Otherwise, the goods shall be deemed to have been approved unless the defect was not identifiable during the inspection. If such a defect is discovered later, the notification must be made immediately, at the latest 1 week after the defect has become apparent to the customer.
- A replacement delivery or rectification shall be made at our discretion for defects notified in good time. However, we can refuse to remedy defects as long as the customer has not paid a reasonable part of the purchase price in view of the defect. If the subsequent performance finally fails, the customer may, at his discretion, demand a reduction in payment or withdraw from the contract. Claims for damages shall only exist in accordance with Clause VIII.
- Liability for normal wear and tear is excluded. Changes to products, the use of parts or consumables that do not comply with the original specifications, improper use and external influences shall result in warranty claims being excluded to this extent. Should data on the devices to be repaired be lost in the course of our repair efforts, this risk shall be borne by the customer.
- The warranty period, except in cases of intent, is 1 year from delivery of the goods. § 479 BGB remains unaffected.
VIII. Retention of title
- We reserve the right of ownership of the delivered goods until payment of all claims, including future claims, arising from the business relationship with the customer. The customer may only dispose of the goods subject to retention of title (goods subject to retention of title) within the framework of the ordinary course of business and in compliance with the rights granted to us below.
- The processing or transformation of the goods subject to retention of title shall be carried out for us as manufacturer without any obligation on our part. If our ownership of the reserved goods expires due to processing, transformation, combination or mixing, we shall acquire co-ownership of the new object to the amount of the invoice value of the reserved goods. If the acquisition of co-ownership is excluded by law, the customer already assigns to us today any existing claim for compensation in the amount of the invoice value.
- In the event of a resale of the reserved goods, the customer hereby assigns to us his claim to the sale proceeds with all ancillary rights; we accept this assignment. Until revoked, the customer is entitled to collect the assigned claims. If the customer defaults on payment to us, we shall be entitled to revoke the authorization to resell and collect the receivables and then to disclose the assignment of the receivables and demand payment to us. The customer is obliged to immediately hand over to us all documents and information necessary for the collection of the claims.
- The customer is obliged to adequately insure the reserved goods against all existing risks, in particular fire, burglary and water damage, and to treat and store them with care. Insurance claims arising from damage shall be assigned to us.
- The purchaser must inform us immediately in writing of any enforcement measures in respect of the reserved goods or the assigned claims, handing over the documents necessary for intervention.
XI. Limitation of liability
- Claims for damages against us, for whatever legal reason, are excluded, unless we have acted with intent or gross negligence or culpably violated an essential contractual obligation. Material contractual obligations are those on the observance of which the customer could rely and the fulfilment of which is essential for the proper execution of the contract. Our liability for the negligent breach of essential contractual obligations and for gross negligence on the part of our employees and vicarious agents is limited to typical and foreseeable damage.
- Our liability for injury to life, limb or health of the customer shall remain unaffected. The same applies to liability under the Product Liability Act.
XII. Final provisions
- German law shall apply to the relations between the contracting parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
- For all disputes arising out of or in connection with the contractual relationship, the courts at our registered office (currently Langenfeld / Rhineland) shall have exclusive jurisdiction insofar as the customer is a merchant or legal entity under public law or has no general place of jurisdiction in Germany at the time of conclusion of the contract or filing of an action. However, we are entitled, at our discretion, to litigate the customer at his general place of jurisdiction.
- If one or more provisions of these GTC should be invalid in whole or in part, this shall not affect the validity of the remaining provisions.
molibso Entwicklungs- und Vertriebs GmbH
Issued: February 2018