General terms and conditions of trade (GTCT)

 

1.         Validity

  1. The sale, delivery and payment terms and conditions are only valid in accordance to the company i.S.d. § 14 BGB.

  2. The following sale, delivery and payment conditions apply exclusively to all our deliveries and services. Terms and conditions of the customer, contrary to or deviating from our sales conditions, will only be acknowledged by us if we agreed explicitly to its validity.


2.         Quotation/tender and order

  1. In general, first tenders are free of charge and without obligation as far as they are not explicitly seen as binding quotation. Cost-estimates are without obligation, too.

  2. Authoritative for the order is our written order confirmation which can be also an invoice that is sent to the customer with the article of commerce. If the customer doesn’t agree with the content of the order confirmation, then he has to contradict it immediately. Otherwise the contract will be realized according to the order confirmation.


3.         Delivery time

  1. The delivery time starts at the time of receipt of the order confirmation in case the customer fulfills the buyer’s obligations properly and pays an arranged deposit timely.

  2. The delivery time is adhered to if the item to be delivered has been forwarded up to its expiry or if its readiness for delivery is reported.

  3. If we exceed the delivery time, the buyer is able to terminate from contract if he has allowed us an adequate respite with rejection threat first which we couldn’t fulfill timely. This is not valid if an allowance of respite is dispensable (§ 323 Abs. 2 BGB).

  4. In case we have delivery delays which are based on premeditation or gross negligence then we are liable for compensations. In case of simple negligence, our liability for compensations is limited on a compensation, for evens finished week of the delay
    (0,5 %), but altogether 5 % at the outside of the price of the item to be delivered which can’t be used efficiently due to the delay. Furthermore, we are only liable for compensation based on simple negligence when the respite –which the buyer has allowed us- is expired.

  5. The items to be delivered will be placed to the buyer’s account if he doesn’t call off the goods ready for delivery.We’ll start at the month, the readiness for delivery is reported and do also place storage costs (if the goods are stored in our company) of 0,5 % of the invoice per month to the buyer’s account. We are authorized to yield upon the item to be delivered in another way when an adequate respite is exceeded and can also deliver the buyer with an adequate, prolonged respite.

4.         Prices and packaging

  1.  Authoritative are the prices which are mentioned in the order confirmation. Our prices are ex factory, excluding packaging, insurance, customs and value – added tax.

  2. We are allowed to adjust prices according to unexpected but changing circumstances (e. g. the increase of wages and material costs or the collecting of taxes and customs) after contract agreement. Packaging costs are charged separately. Boxes, palettes and crates are credited if returned free to us in faultless condition within four weeks after arrival.

  3. The company MG Objektplanung & Einrichtung is not liable to take back goods. If you want to do that, we have to agree to it. The goods have to be packed originally and should be in faultless condition so that they can be re-sold. We are authorized to place a fee for revision in amount of 25% to the buyer’s account.


5.         Transfer and delivery

  1. The risk of accidental destruction and the accidental deterioration of the goods starts to be the buyer’s concern when the goods are given to him directly or when they are given to the person who is in charge of the transport.

  2. If the way of delivery or the delivering person depends on our choice, then we are only liable for gross negligence according to the choice.


6.         Payment conditions, offsetting and retention

  1. Change and checks are only accepted in account of payment (not instead of
    payment) if this was explicitly arranged.
    Costs originating from this will be placed to the buyer’s account.

  2. Offsetting with counter-claims by the customer is only allowed insofar as it is recognized by us. The buyer is only entitled to exercise a right of detention if his counter-claims fit to the contract conditions.


7.         Defects

    1. In event of defects, the rights of the buyer predetermine that he has observed his obligation to properly investigate and to issue notification of the defects right after receiving the goods. If this isn’t fulfilled, the delivery is approved automatically.

    2. Should the delivered goods already be defective at the time of the transfer of risk despite all the necessary care taken, we are entitled to rectification of our choice, either in the form of removing the defect or to supply a new defect-free item. If the rectification fails, the client is entitled to choose between withdrawal or reduction.
      Claims for defect do not exists in case of insignificant deviations from the agreed nature.

    3. Besides the legal warranty regulations are in force.


8.         Compensation

    1. According to statutory stipulations, we are liable for compensation, which are based on premeditation or gross negligence. We are only liable for compensations, which are based on simple negligence, if we infringe contract duties. The compensation is limited to damages that can typically be expected.

    2. Liability for culpable injury to life and body or a hazard to health is unaffected, this applies to the obligatory liability according to the Product Liability Act, too.

    3. Claims for compensation according to defects are not valid, if the defect is concealed deceitfully by our company or if we have given you a guarantee for the item. For limitation of compensation according to defects, see 7.4. (legal warranty regulations).

 

9.         Reservation of proprietary rights

    1. We retain ownership of the supplied goods until full payment of all claims in terms of the delivery agreement. Check or change claims and claims due to open payments do also belong to that. If a liability according to change is established in coherence with the payment, the reservation of proprietary rights only extinguishes in case our laying claim of the change is excluded.

    2. If we become aware of a fundamental deterioration in the financial circumstances of the customer or in case of payment delays, we are entitled to claim the goods due to reservation of proprietary rights. A withdrawal from the contract is not necessary for this.

    3. The customer is entitled to resale of the goods subject to retention of title in a normal business transaction. The claims of the customer from the resale of the goods subject to retention of title, including VAT, the buyer already now surrenders to us. This surrender or transfer applies independent of the fact whether the goods are resold without or after processing. The buyer retains the power to retract the claim even after the surrender. On good reason, we are authorized to let know the third debtor about the claim surrender. With the notification of the surrender to the third debtor, the customer’s authority to retract the claim extinguishes. If the customer doesn’t comply with that, we are entitled to force the customer to reveal all information which is necessary for retraction and to deliver up all documents as well as to tell the debtors about the surrender.

    4. The treatment and processing or remodeling of the goods by the buyer continue to take place on behalf of and for us on our instructions. We are the producer- this follows § 950 BGB- with no further liability. Insofar as the goods are processed with other instruments not belonging to us, we acquire co-ownership of the new item in relation to the objective value of our goods to that of the other processed items at the time of processing. There are the same rules for the new item, originated from processing, and items which are delivered with reservations.

    5. The same occurs in case of a mixture or blending of the goods. Insofar as the mixture/blend takes place in a way that the buyer’s item is considered the main item, then the agreement applies that the buyer transfer proportional co- ownership to us and hold such sole or co-ownership in trust for us.

 

10.       Place of execution, place of jurisdiction, rights

    1. Place of execution for delivery and payment is our company’s residence.

    2. In case of any and all disputes resulting from the business relationship, the place of jurisdiction is our company’s residence. We can bring an action at our customer’s residence, too, if we wish.

    3. The contractual relation is subject to German law.