- These General Terms and Conditions of Delivery and Payment (hereinafter: GTC) shall only apply to transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
- All offers, deliveries and services of molibso Entwicklungs- und Vertriebs GmbH are based exclusively on these GTC. This shall also apply to all future transactions without the need for an express reference in each individual case.
- We do not recognize deviating general terms and conditions, even if we do not expressly object to their validity.
II. Offer and conclusion of contract
- Our offers are always subject to change and non-binding. Unless otherwise stated, we adhere to the prices contained in our quotations in accordance with the specified period of validity of the quotation.
- A contract is concluded by written or verbal order of the customer and our written order confirmation.
- Our employees are not authorized to make verbal collateral agreements or 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 arising 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 contractual partners, we will ship 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 we become aware of circumstances after conclusion of the contract which are likely to jeopardize our claim for payment.
- The customer may only offset our payment claims against counterclaims that have been legally established or recognized by us. The same applies to the exercise of rights of retention by the customer, unless these are based on the same contractual relationship as the payment claim concerned.
- Our deliveries are subject to correct and timely delivery to us.
- The place of fulfillment for our delivery obligations is our company headquarters 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 at the customer’s risk. The shipping method and packaging are at our discretion.
- Delivery times stated by us are non-binding and are always only approximate, unless they have been expressly declared binding. If the goods are shipped, the delivery date refers to the time of handover to the carrier. Unless a firm deal has been agreed, binding delivery dates may also be exceeded by one week without us being in default.
- If delivery is delayed as a result of force majeure or other events unforeseeable at the time of conclusion of the contract for which we are not responsible, 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 probable duration of such an impediment to performance. If performance becomes impossible or unreasonably difficult due to an event referred to in sentence 1, we shall be entitled to withdraw from the contract.
- We are entitled to make partial deliveries to a reasonable extent.
- To the extent permitted by the Packaging Ordinance, we do not take back transport packaging and all other packaging. The customer shall dispose of the packaging at his own expense.
V. Cancellation, postponement of delivery dates and withdrawal from the contract
- 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, molibso Entwicklungs- und Vertriebs GmbH may claim damages up to the amount of the list price of the order without providing separate evidence.
- Any agreement on the postponement of delivery dates must be made in writing. In the event of a delay in acceptance, molibso Entwicklungs- und Vertriebs GmbH shall have the right, in addition to the claim for payment, to either set a new delivery date, withdraw from the contract or 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 for reasons for which molibso Entwicklungs- und Vertriebs GmbH is not responsible, the customer must compensate molibso Entwicklungs- und Vertriebs GmbH for the resulting damage caused by the delay.
- If the customer intends to use the contractual product as part of an overall system and if this intended use is part of the contract with molibso Entwicklungs- und Vertriebs GmbH, the customer shall be entitled to withdraw from the contract in the event that the remaining parts of the overall system are not delivered for reasons for which the customer is not responsible and the customer is no longer interested in the contractual product for this reason. In this case, molibso Entwicklungs- und Vertriebs GmbH is entitled to compensation for the damage it has suffered and for lost profit.
VI. Transfer of risk
- The risk shall pass to the customer as soon as the goods have been handed over to the carrier or, in the case of collection by the customer, to 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 of readiness for dispatch, but we shall be obliged to take out the insurance requested by the customer at the customer’s request and expense.
- The customer may not reject a delivery due to insignificant defects.
- The customer must inspect the goods immediately after delivery and, if a defect is found, notify us in writing immediately, at the latest 1 week after delivery. Otherwise, the goods shall be deemed approved, unless the defect was not recognizable during the inspection. If such a defect becomes apparent later, the notification must be made immediately, at the latest 1 week after the defect becomes apparent to the customer.
- In the case of defects notified in good time, we shall, at our discretion, provide a replacement delivery or rectify the defect. However, we may 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 of the remuneration or withdraw from the contract. Claims for damages shall only exist in accordance with para. VIII.
- Liability for normal wear and tear is excluded. Modifications to products, the use of parts or consumables that do not comply with the original specifications as well as improper use and external influences mean that warranty claims are excluded in this respect. 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 is 1 year from delivery of the goods, except in cases of intent. § 479 BGB remains unaffected.
VIII. Reservation of ownership
- We reserve title to 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 items subject to retention of title (reserved goods) in the ordinary course of business and subject to the rights granted to us below.
- The processing or transformation of the reserved goods shall be carried out for us as the manufacturer without any obligation on our part. If our ownership of the goods subject to retention of title expires due to processing, transformation, combination or mixing, we shall acquire co-ownership of the new item in the amount of the invoice value of the goods subject to retention of title. If the acquisition of co-ownership is legally excluded, 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 proceeds of the sale with all ancillary rights; we accept this assignment. The customer is entitled to collect the assigned claims until further notice. If the customer defaults on payment to us, we shall be entitled to revoke the authorization to resell and collect receivables and then to disclose the assignment of receivables and demand payment to us. In this case, 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 goods subject to retention of title against all existing risks, in particular fire, burglary and water damage, and to handle and store them with care. Insurance claims arising from damage must be assigned to us.
- The customer must inform us immediately in writing of any enforcement measures against the reserved goods or the assigned claims, handing over the documents necessary for an intervention.
IX. Limitation of liability
- Claims for damages against us, on whatever legal grounds, are excluded unless we have acted with intent or gross negligence or have culpably breached a material contractual obligation. Material contractual obligations are those on the fulfillment of which the customer may rely and the fulfillment of which makes the proper execution of the contract possible in the first place. Our liability for negligent breach of material 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 remains unaffected. The same applies to liability under the Product Liability Act.
X. Final clauses
- The relationship between the contracting parties shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
- For all disputes arising from and in connection with the contractual relationship, the courts at our registered office (currently Langenfeld / Rhineland) shall have exclusive jurisdiction if the customer is a merchant or legal entity under public law or has no general place of jurisdiction in Germany when the contract is concluded or legal action is brought. However, we are also entitled to sue the customer at his general place of jurisdiction at our discretion.
- Should one or more provisions of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions.
molibso Development and Sales GmbH
Status: June 2022