Standard form contract 2012

General delivery and payment terms of MD Tec GmbH

1. General – Area of application

Our sales conditions apply exclusively; We do not recognize any conditions of the customer that conflict with or deviate from our sales conditions, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the purchaser without reservation, knowing that the terms and conditions of the customer conflict with or differ from our terms of sale.

All agreements made between us and the customer for the purpose of executing this contract must be set down in writing.

Our conditions of sale also apply to all future business with the customer.

2. Offer – offer documents – catalogs

Is the customer’s order as an application according to § 145 BGB, we can accept this within 2 weeks. Our offers are always subject to change.

3. Prices

Unless otherwise stated in the order confirmation, our prices apply “ex works”, excluding packaging, unless expressly agreed otherwise. VAT is added to the prices at the statutory rate. Unless otherwise stated in our order confirmation, the purchase price is payable net (without deduction) within 14 days, in each case from the invoice date. Requested packaging or packaging considered necessary by the supplier must be provided by the customer or will be charged by the supplier at cost price. If, after receipt of the order, there are price or wage increases or other expensive circumstances, the supplier is entitled to increase the agreed price accordingly.

4. Delivery

(1) The delivery time stated by us presupposes the complete clarification of all technical questions. Unless otherwise agreed, a delivery time specified by us is non-binding.

(2) If we are in default of delivery for reasons for which we are responsible, liability for damage caused by delay is limited to the order value. If the delay is based on intent or gross negligence or constitutes a substantial breach of duty, the statutory liability remains, which, however, is limited to the foreseeable damage in the event of a negligent breach of duty.

(3) If the customer gives us a reasonable grace period after we have already defaulted, he is entitled to withdraw from the contract after this grace period has expired without result.

(4) The customer is only entitled to claims for damages due to non-fulfillment in the amount of the foreseeable damage if the delay in delivery is based on intent or gross negligence or on a substantial breach of duty; otherwise the liability for damages is limited to the order value.

(5) The liability limitations according to Paragraphs (2) and (4) do not apply if a fixed commercial transaction has been agreed; The same applies if the customer can assert due to the delay for which we are responsible that the immediate assertion of the claim for compensation for the damage instead of the service is considered.

Partial deliveries are permitted unless the contrary is expressly agreed.

5. Risk transfer

Every risk is passed to the purchaser when the delivery leaves or is made available to the purchaser. If the customer so wishes, we will cover the delivery with transport insurance; the customer bears the costs incurred.

6. Legal responsibility for defects

The supplier is responsible for material defects excluding other rights as follows:
(1) We guarantee the accuracy in accordance with the respective state of the art.
(2) Claims for material defects become statute barred 12 months after delivery. For complete chains, the limitation period is according to the manufacturer’s enclosed warranty conditions. This regulation does not apply if the law prescribes longer periods in accordance with § 479 Paragraph 1 (right of recourse) BGB or in accordance with §§ 474, 475 Paragraph 2 BGB there is a consumer goods purchase for a new item.
(3) The purchaser must immediately notify the supplier of material defects in writing.
(4) The warranty is at our discretion to repair or replace the rejected parts become our property.
(5) There is no entitlement to change or reduction unless we are unable to remedy the defect.
(6) 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, in the case of natural wear and tear or damage resulting from the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building ground or that arise due to special external influences that are not required by the contract, as well as in the case of non-reproducible software errors. In particular, we are not responsible for changes in the condition or operation of our products due to improper storage, climatic or other effects. The guarantee does not extend to defects that are based on construction errors or the selection of unsuitable materials, provided the customer has specified the construction and the material. If improper changes or repair work are carried out by the customer or by third parties, there are also no claims for defects for those consequences.
(7) The complained product must always be sent in for postage and freight free for repair. If the warranty claim is recognized, the cost of the cheapest return of the repaired goods within Germany will be borne by us. Further claims of the customer, in particular a claim for compensation for damage that has not arisen on the delivery item itself, are excluded.
(8) The warranty obligation is not extended or renewed by the repair or replacement delivery.
(9) The purchaser’s statutory rights of recourse against the supplier only exist if the purchaser has not made any agreements with his customer that go beyond the statutory claims for defects. Number (7) also applies accordingly to the extent of the customer’s right of recourse against the supplier.
(10) (10) The following paragraph 8 applies to claims for damages (other claims for damages). Any further claims or claims other than those regulated in clause 6 against the supplier and his vicarious agents due to a material defect are excluded.

7. Legal responsibility

In case that something is generally available in this rule, claims for compensation by the customer, usually in terms of the contract in terms of rights in relation to status speak.

8. Securing the retention of title

(1) We reserve ownership of the purchased item until all payment obligations from the delivery contract have been received. In the event of any behavior contrary to the contract by the purchaser, in particular in the event of delayed payment, we are entitled to exercise our legal rights and take back the purchased item. The withdrawal of the purchased item by us does not constitute a withdrawal from the contract unless we have expressly stated this in writing. The attachment of the goods by us always means a withdrawal from the contract. After taking back the object of sale, we are authorized to sell it, the proceeds from the sale are to be deducted from the buyer’s liabilities – minus reasonable costs of sale. (2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure them against fire, water and theft damage at replacement value at his own expense. (3) In the event of attachments or other interventions by third parties, the customer must immediately notify us in writing so that we can file suit in accordance with § 771 ZPO can raise. If the third party is unable to reimburse us for the judicial and extrajudicial costs of such a lawsuit, the purchaser is liable for the loss that has arisen. (4) The customer is entitled to resell the purchased item in the ordinary course of business; However, he already assigns to us all claims in the amount of the final invoice amount (including VAT) that arise from the resale against his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the receivables as long as the customer 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. If this is the case, however, we can request that the customer inform us of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors of the assignment. (5) The processing or reorganization of the purchased item by the customer is always carried out for us. The purchaser’s entitlement right continues to apply to the remodeled item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. For the thing resulting from processing, the same applies as for the purchased item delivered with reservation. (6) We undertake to release the securities to which we are entitled at the request of the customer if the value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the choice of the securities to be released is incumbent on us.

8.Place of performance / place of jurisdiction, final provisions

(1) Place of fulfillment for delivery and payment as well as place of jurisdiction is Ravensburg / Germany. However, we are also entitled to sue the customer at his place of residence.

(2) German law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

(3) Should one of these provisions be ineffective, the remaining provisions remain. The ineffective provision is to be replaced by a valid regulation that comes as close as possible to the economic importance of the ineffective.

State: 02.01.2012.