Terms and conditions
General Terms and Conditions
I. General, Validity
(1) All offers, deliveries and other services provided by ME-Konstruktionsbüro GmbH - including future ones - are based exclusively on these general terms and conditions of business, delivery and payment. Deviating terms and conditions of the customer will not be accepted unless the company ME-Konstruktionsbüro GmbH (hereinafter "Supplier") has expressly agreed to their validity. Counter-confirmations of the customer, with reference to his business or purchasing conditions, are hereby contradicted.
(2) The General Terms and Conditions of Business, Delivery and Payment apply only to merchants within the meaning of the German Commercial Code (Handelsgesetzbuch) if the business is part of the business of their commercial business, as well as legal persons under public law and special funds under public law.
II. Offer, Scope of Delivery
(1) The products and services of the supplier are described in descriptions of goods such as offers of project drawings and the like. A reference to these descriptions of goods does not imply any assurance of properties.
(2) The supplier reserves all property rights, copyrights and industrial property rights (including the right to register these rights) to samples, cost estimates, drawings and other documents such as 3D CAD models and any software.
The listed documents may not be made accessible to third parties.
(3) For the scope of the delivery the written order confirmation of the supplier is decisive, in case of an offer of the supplier and its timely acceptance the offer.
Subsidiary agreements and amendments require the written confirmation of the supplier.
III. Prices and Payment
(1) The prices apply - unless otherwise agreed - INCOTERMS exw, including loading at the works plus packaging, transport insurance, assembly costs and connection to on-site media. To the prices the value added tax in the respective legal amount is added.
(2) In the case of contracts with an agreed delivery period of more than 6 months, both contractual partners may demand a change in the agreed price to the extent that cost reductions or increases occurred after conclusion of the contract, in particular due to wage increases, salary increases or material price changes. A Contracting Party shall also be entitled to a corresponding price adjustment right if, due to delays for which the other party is responsible, an actual delivery time of more than 6 months results.
(3) Unless otherwise agreed, payment shall be made in cash, without any deduction, to the paying agent of the Supplier, namely:
-30% upon receipt of the order confirmation plus the related VAT
-50% on delivery and receipt of invoice plus the value added tax at the time of delivery
-15% at the end of assembly, but not later than 60 days after delivery, provided that the supplier is not responsible for the delay in the completion of the assembly (if the supplier is responsible for the delay, the due date shall be postponed by the duration of the delay for which the supplier is responsible).
-5% after commissioning, but no later than 90 days after delivery, provided the supplier is not responsible for the delay in commissioning (if the supplier is responsible for the delay, the due date is postponed by the duration of the delay for which the supplier is responsible).
The customer is responsible for delays in the assembly or commissioning, in particular in the following circumstances: Inadequate or inadequate preparation at the place of installation, incorrect or inadequate information about the local conditions, the customer's modifications or special requests during the course of the installation.
In the case of partial deliveries and / or successive assembly completion or commissioning of functionally removable parts, the above installments shall be apportioned pro rata, i. H. in proportion to the value of the partial delivery or of the partly final assembled or commissioned part, the value of the total delivery is due for payment.
(4) Withholding of payments or offsetting is only permitted on the basis of the customer's acknowledged, undisputed, decision-making or legally binding legal claims. In addition, the customer may only assert rights of retention insofar as his counterclaim is based on the same contractual relationship.
(5) If the customer defaults on payment, the supplier is entitled to demand default interest at the rate of 4% above the respective discount rate of the Deutsche Bundesbank from the time of default. The contracting parties are free to prove that they have a higher or substantially lower actual damage.
IV. Delivery Times and Default of Acceptance
(1) Agreed delivery periods begin with the conclusion of the contract, but not with the provision of the documents to be procured by the customer, such as approvals, clearances and the complete clarification of the on-site technical questions to be answered by the customer and the details of the desired execution to be provided by the customer. Not included in the delivery period is the period in which the customer is in arrears with the payment of an agreed down payment d. h., the delivery period is extended by the period in which the backlog existed. Compliance with the delivery period always requires the timely and proper fulfillment of the customer's obligations.
(2) The delivery deadline is met if the delivery item has been dispatched by the end of its expiry date and has left the factory or if readiness for shipment has been notified. If the installation or assembly is part of the contractually owed service, the delivery period is observed if the installation or assembly takes place within the time limit. The customer is aware that upon delivery of individually designed equipment, the contractual usability of a system will only be achieved after expiry of an appropriate lead time.
(3) The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond the supplier's control, insofar as such obstacles can be shown to have a significant impact on the completion or delivery of the delivery item. This also applies if the circumstances occur with subcontractors. The aforementioned circumstances are not the fault of the supplier even if they occur during an already existing delay. The supplier shall inform the customer of the beginning and end of the identified obstacles in important cases as soon as possible.
(4) If the shipment is delayed at the request of the customer or the customer is in default of acceptance, the supplier may charge the customer for the additional costs incurred, possibly also for any damage incurred. The costs resulting from the storage will be charged per month in the amount of € 3.00 per m² used storage space plus VAT at the supplier's plant. The supplier or the customer reserves the right to prove higher or lower costs.
(5) As far as supplier and customer have coordinated the time of delivery, installation, set-up or service, supplier and customer are obliged to take all precautions to carry out the work scheduled for the agreed date. If the customer is responsible for the fact that the supplier can not perform the intended work completely or not within a reasonable time, the customer is obliged to compensate the supplier for the resulting damage, in particular to compensate for the additional costs caused by multiple trips or useless or additionally required working time of employees of the supplier arise. In determining the damage, the additional costs for the additional work of the Supplier's employees and the additional costs for additional trips may be stated in accordance with the valid assembly cost guidelines of the Supplier's after-sales service. The supplier or the customer, however, remains at liberty to prove a higher or lower actual damage.
(6) If the customer is in arrears due to circumstances for which he is responsible with the acceptance of the delivery items or the payment, the supplier may withdraw from the contract or claim damages for non-performance after a reminder and fruitless expiry of a reasonable grace period set by him. If the claim for damages for non-performance is asserted, the supplier may demand compensation of 20% of the purchase price without proof. The contracting parties are free to prove that they have a higher or substantially lower actual damage.
V. Transfer of Risk and Acceptance
(1) The risk shall pass to the customer at the latest upon dispatch of the delivery parts, even if partial deliveries are made or the supplier, e.g. has taken over the shipping costs or delivery and installation.
At the customer's request, the consignment is insured by the supplier against theft, breakage, transport, fire and water damage as well as other insurable risks.
(2) Delivered items are, even if they have minor defects, to be accepted by the customer without prejudice to the rights under Section VII.
(3) The supplier is entitled to partial deliveries or partial services to a reasonable extent.
VI. Retention of Title
(1) The Supplier retains ownership of the delivered items until full satisfaction of all, including future, claims (including ancillary claims such as switching costs, interest) arising from the business relationship with the Customer. If there is a current account agreement with the customer, the retention of title exists until full settlement of the approved current account balance. Insofar as payment is agreed with the customer on the basis of the check-bill procedure, the reservation also extends to the redemption of the bill issued by the supplier by the customer and does not expire upon the crediting of the check received by the supplier.
(2) The customer may process, mix, blend and sell the goods in the normal course of business, but neither pledge nor assign as security.
(3) The customer is obligated to treat the reserved goods with care, to have the necessary maintenance and inspection work carried out at his own expense in good time and to adequately insure the reserved goods at his own expense against theft, destruction and damage. In case of seizure, confiscation, damage and loss the customer has to inform the supplier immediately. The customer shall bear all costs that must be incurred, in particular in the context of a third-party objection claim, to cancel an attachment and possibly a replacement of the delivery items, insofar as they can not be collected by third parties.
(4) In case of late payment or if the customer violates other essential contractual obligations, the supplier is entitled to provisionally take back the reserved goods. The exercise of the right of withdrawal does not constitute a withdrawal from the contract.
(5) The customer cedes the purchase price, wages or other claims (including the acknowledged balance of a Current account agreement or in the case of bankruptcy of the business partner, the customer, the then existing "causal balance") in the amount of the invoice value of the reserved goods already now to the supplier, the supplier accepts the assignment. The Supplier revocably authorizes the Customer to collect the claim assigned to the Supplier on behalf of the Supplier in its own name. This collection authorization can only be revoked if the customer does not meet his payment obligations properly. At the request of the supplier, the customer must in such a case make the information necessary for the collection of the assigned claims, provide the corresponding documents and notify the debtor of the assignment.
(6) If the collateral value of the collateral granted to the supplier according to the aforementioned provisions not only temporarily exceeds the claims of the supplier against the customer by more than 20%, the supplier will release collateral of his choice at the customer's request. The following applies to the calculation of the collateral value - insofar as things serve as collateral: If the items are intended for resale, the purchase or business price of the customer is decisive; if the item belongs to the customer's fixed assets, the purchase price must be reduced in proportion to the actual useful life. (Ex: actual use of the thing 15 months, normal useful life 60 months, reduction of the purchase price by 25%).
(1) The customer has defects of any kind, as far as this corresponds to a normal course of business, to complain immediately in writing, but hidden defects only after discovery. If not reported in time, the goods are considered approved.
(2) As a guarantee, the customer can initially only ask for rectification. The supplier may, however, at his option - instead of repairing - provide a replacement. The customer can demand rescission of the contract (conversion) or reduction of the price (reduction), if the rectification is not provided within a reasonable time or fails for any other reason and further attempts at improvement are unacceptable or the supplier refuses the replacement or not within a reasonable time he brings.
(3) The supplier assumes no warranty for defects or damages that have arisen for the following reasons: Inappropriate or improper use of the object of delivery, faulty installation or commissioning by the customer or third parties called in by the customer, natural wear (especially of wearing parts), faulty or negligent Treatment, unsuitable equipment, replacement materials, defective construction work, unsuitable ground, chemical, electrochemical or electronic influences, unless they are due to fault of the supplier.
(4) The limitation period for warranty claims is 12 months if the delivery item is used in single-shift operation; for heavy use 6 months, starting from delivery. These periods also apply to claims for compensation for consequential damage, insofar as no claims from tort or product liability claims are asserted. After expiry of the limitation period, warranty claims are excluded, even with regard to hidden defects.
(5) Unless otherwise stated below, further claims of the customer due to defectiveness of the delivery item, regardless of the legal grounds, are excluded. The supplier is therefore not liable for damages that did not occur on the delivery item itself. In particular, the supplier is not liable for lost profits or other financial losses of the customer. The above disclaimer of liability does not apply if the cause of damage is based on intent or gross negligence. Furthermore, it does not apply if the customer asserts claims for damages for non-performance because of the defect of a guaranteed property. If the supplier negligently violates a cardinal obligation or an essential contractual duty, his liability for compensation is limited to the contractually foreseeable damage.
(1) Insofar as the liability of the supplier for damages is excluded or limited in accordance with section VII, item 5, this also applies to all other claims, including claims for culpa in contrahendo, breach of ancillary obligations (in particular false or omitted advice) and tort. Insofar as this disclaimer or limitation of liability refers to any claims arising from the legal grounds of fault at the time of conclusion of the contract, the parties agree that the disclaimer of liability or the limitation of liability includes a waiver or partial waiver.
(2) The regulation under item 1 does not apply to claims in accordance with Art. Product liability law as well as for cases of inability and impossibility.
(3) As far as the liability of the supplier is excluded or limited, this also applies to the personal liability of the employees, workers, staff member, representatives and vicarious agents of the supplier.
(4) Place of fulfillment and jurisdiction is Villingen-Schwenningen.
IX. Severability Clause
Should a provision of this contract be or become ineffective or unenforceable, this shall not affect the validity of the remaining provisions.
On the contrary, contractors and principals undertake to substitute an effective or practicable provision in the event of such ineffective or unenforceable provision, which corresponds as far as possible to the spirit and purpose of the provision to be replaced.