General Terms and Conditions of Mevolt GmbH

§ 1 General – Scope

Our General Terms and Conditions apply exclusively; we do not recognize any terms and conditions of the purchaser that conflict with or deviate from our General Terms and Conditions, unless we have expressly agreed to their validity in writing.
Our General Terms and Conditions shall also apply if we carry out delivery to the purchaser without reservation while being aware of conflicting or deviating terms and conditions of the purchaser.
Our sales, delivery and payment conditions apply only to entrepreneurs within the meaning of § 310 (1) of the German Civil Code (BGB).

§ 2 Offers – Offer Documents – Orders / Placement of Orders

Offers and prices are non-binding and subject to change. The respective period of fixed prices for successive delivery contracts is stated in the offer.
We retain ownership and copyright to illustrations, drawings, calculations, and other documents. This also applies to written documents designated as confidential. Such documents may not be disclosed to third parties without our express written consent.
All orders require our written, faxed, or electronic order confirmation to be legally valid. This also applies to supplements, modifications, and side agreements.
When ordering risk parts that could cause personal injury or other serious damage, the purchaser is obligated to point this out. A corresponding agreement must be made regarding the handling of such parts.

§ 3 Prices – Terms of Payment

Unless otherwise stated in the order confirmation, the invoice amount is due within 30 days. We do not grant cash discounts.
Payments made not by the purchaser but by affiliated parent / subsidiary / sister companies are not deemed fulfillment. The purchaser remains obligated to make payment in return for reimbursement to the third party.
We are entitled to withhold further deliveries or demand advance payment from the purchaser until all payment obligations are fulfilled.
Our prices are “ex works”, excluding packaging; packaging will be invoiced separately. We are entitled to demand down payments by agreement.
Statutory VAT is not included in our prices; it will be shown separately on the invoice.
If the purchaser defaults on payment, we are entitled to immediately suspend ongoing work and demand advance payment of the purchase price. The statutory provisions regarding the consequences of default apply.
The purchaser may only offset claims if his counterclaims are legally established, undisputed, or acknowledged by us. Offsetting with disputed but ready-for-decision counterclaims is permissible. The purchaser may only exercise a right of retention if his counterclaim arises from the same contractual relationship.

§ 4 Delivery Time

The commencement of the delivery period stated by us requires a binding written order placement and clarification of all technical questions.
Fulfillment of our delivery obligation further requires timely and proper fulfillment of the purchaser’s obligations (e.g. provision of parts, plans, etc.). The defense of unfulfilled contract after a set grace period remains reserved.
If the purchaser culpably breaches cooperation obligations, we are entitled to claim damages including any additional expenses. Further claims remain unaffected.
If the purchaser is in default of acceptance, the risk of accidental loss or deterioration passes to the purchaser at the time they enter default.
We are liable under statutory provisions if the purchase contract constitutes a fixed-date transaction (§ 286 (2) No. 4 BGB or § 376 HGB). We are also liable if, due to our culpable delay in delivery, the purchaser is entitled to claim that their interest in further performance has ceased.
We are liable if the delay is based on willful or grossly negligent breach of contract by us (we do not recognize contractual penalties for delay).
If the delay is not based on willful or grossly negligent breach, our liability is limited to foreseeable, typical damages.

§ 5 Transfer of Risk – Packaging Costs

Unless otherwise stated in the order confirmation, delivery is “ex works”.
Transport and other packaging according to the Packaging Ordinance will not be taken back. This does not apply in the case of subsequent performance.
If requested, we will insure the shipment; the costs are borne by the purchaser.

§ 6 Liability for Defects

The purchaser’s warranty rights require that they have duly complied with their duty to inspect and report defects under § 377 HGB. Complaints must be made within 8 working days stating the delivery note number.
If a defect exists, we may choose to remedy the defect or deliver a new item free of defects.
In the case of defect remedy, we will bear all necessary costs (transport, travel, labor, materials), unless increased by the item being moved to a location other than the place of performance.
As long as we fulfill our obligation to remedy defects or provide a defect-free item, the purchaser may not demand a price reduction or withdraw from the contract, unless the remedy has failed.
If the remedy fails, the purchaser may choose to withdraw or reduce the price.
We are liable under statutory provisions if the purchaser asserts claims for damages based on intent or gross negligence (including intent/gross negligence by our representatives or agents). If no intentional breach is alleged, liability is limited to foreseeable, typical damages.
We assume no liability for hidden defects in materials or parts provided by the purchaser. The purchaser bears full responsibility for the correctness of specifications, drawings, samples and for the suitability and functionality of parts made according to these.
We are liable if we intentionally or grossly negligently breach an essential contractual obligation. If the breach is not intentional or grossly negligent, liability is limited to foreseeable, typical damages.
If we use material provided by the customer, we are not liable for defects or consequential damages arising from the material being defective or unsuitable.
A defect does not exist if it results from normal wear, external influences, maintenance errors, improper handling, or unauthorized changes, unless the purchaser proves this had no effect on the defect. If in such cases we carry out defect-remedy measures at the purchaser’s request, they must pay compensation including material, labor, and customary expenses.
If the purchaser claims damages instead of performance, we are liable only if caused by intentional or grossly negligent breach. Otherwise liability is limited to foreseeable, typical damages.
Unless otherwise specified above, liability is excluded.
The limitation period for defect claims is 12 months from transfer of risk. In the case of recourse under §§ 478, 479 BGB, it is 5 years from delivery of the defective item.
Our liability is excluded if circumstances occur beyond our control that cannot be avoided by reasonable precaution (e.g. government action not caused by us, operational disruptions, power outages, strikes, transport equipment failures, acts of war, snow, ice, flooding).

§ 7 Overall Liability

Any further liability for property damage beyond that provided in § 6 is excluded regardless of the legal nature of the claim. This particularly applies to claims for breach of other duties or tort claims under § 823 BGB.
If our liability for damages is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and agents.

§ 8 Retention of Title

We retain ownership of the delivered goods until full payment of all claims under the delivery contract (see § 3).
If the purchaser breaches the contract, especially by default of payment, we may withdraw from the contract and take back the goods after setting a reasonable deadline. Taking back the goods constitutes withdrawal from the contract. Seizure of the goods always constitutes withdrawal.
After taking back goods, we may resell them; proceeds will be credited against the purchaser’s liabilities minus reasonable costs.
In the event of third-party seizures or interventions, the purchaser must notify us in writing immediately so that we may file an action under § 771 ZPO. If the third party cannot reimburse our costs, the purchaser is liable for our loss.
The purchaser may resell the goods in the ordinary course of business, but hereby assigns all resulting claims (including VAT) up to the invoice amount to us. The purchaser remains authorized to collect the claim, but our right to collect remains unaffected. We will not collect as long as the purchaser meets payment obligations, is not in default, and no insolvency proceedings are filed. Otherwise, we may demand disclosure of debtors and delivery of related documents and that the debtor be informed of the assignment.
Processing or transformation of the goods by the purchaser is always done for us. If processed with other items, we acquire co-ownership of the new item proportionate to the value of our goods to the other items at the time of processing. The same applies to mixing with other items.
If mixing occurs so that the purchaser’s item is the main item, it is agreed that the purchaser transfers proportional co-ownership to us. The purchaser stores the sole or co-owned property for us.
We will release securities at the purchaser’s request if their value exceeds our claims by more than 10%; we may select which securities to release.

§ 9 Place of Jurisdiction – Place of Performance – Miscellaneous

The place of jurisdiction is our registered office. However, we may also sue the purchaser at their general place of jurisdiction.
German law applies; the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Should any provision of these terms or related agreements be or become invalid, the validity of the remaining contract shall not be affected. The parties shall replace the invalid provision with one that comes as close as possible to the intended economic purpose.