General Terms and Conditions

General Conditions of Sale, Delivery and Payment

1. Validity of the Terms and Conditions of Sale, Delivery and Payment

1.1 Scope / B2B Restriction

These General Terms and Conditions of Sale, Delivery and Payment (“GTC”) apply to all offers, contracts, agreements and deliveries of Möller Verbindungselemente GmbH (“Seller”) to its customers (“Buyer”).
They apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Sales to consumers within the meaning of Section 13 BGB do not take place.

1.2 Incorporation

These GTC shall also apply if they are not expressly referred to again in individual cases, at the latest upon placement of an order or acceptance of delivery, and shall then be deemed acknowledged by the Buyer.
Deviating, conflicting or supplementary terms and conditions of the Buyer shall only become part of the contract if the Seller has expressly agreed to their validity in writing. Silence regarding the Buyer’s terms and conditions shall not constitute consent.

1.3 Statutory Provisions

Unless otherwise stipulated in these GTC, the statutory provisions shall apply.

1.4 Call-off Orders

Call-off orders shall only be deemed such orders for which the total order quantity is scheduled by a delivery plan upon order placement or no later than within 12 weeks after the order date, and for which the total order quantity is taken delivery of within 9 months after order placement (see Clause 9). Deviating agreements require the Seller’s written consent.

1.5 Reference Samples

If production samples are sent to the Buyer and approved, such samples shall be decisive for execution and form an integral part of the contract.

2. Offer

Our offers are subject to change and non-binding unless expressly designated as binding in writing.

3. Price Basis

3.1 Prices

Prices are stated in EURO (€) ex warehouse, excluding packaging, shipping and, if applicable, insurance, unless otherwise agreed. The prices stated in the order confirmation shall be binding.

3.2 Price Changes for Non-Fixed Prices

Orders for which no fixed prices have been expressly agreed shall be invoiced at the prices valid on the day of delivery.

3.3 Adjustment Clause in Case of Cost Increases

If, after conclusion of the contract and prior to the delivery date, material cost factors (in particular material, energy, transport or wage costs) demonstrably increase, the Seller shall be entitled to adjust the prices to the extent that such cost increase affects the price of the goods.
Upon request, the Seller shall provide the Buyer with a comprehensible explanation of the adjustment.
If the price adjustment exceeds 10% of the agreed price, the Buyer shall be entitled to withdraw from the contract regarding quantities not yet delivered within 7 working days after receipt of the notification.

3.4 Repeat Orders

Prices are not binding for repeat orders.

4. Delivery Periods, Delivery Dates

Delivery periods and dates shall be deemed approximate unless expressly agreed otherwise. Delivery periods commence on the date of the order confirmation, but not before all agreed or otherwise required prerequisites have been fulfilled by the Buyer and all details of execution have been clarified.
The delivery period shall be deemed complied with if the goods have left the warehouse by the end of the agreed delivery period or, where dispatch is possible, if readiness for dispatch has been notified.

In the event of early delivery, the date of early delivery shall be decisive. Correct and timely self-supply remains reserved.
Delivery times shall be reasonably extended in the event of unforeseen obstacles that the Seller could not avert despite due care, irrespective of whether such obstacles occur at the Seller or its suppliers (e.g. operational disruptions, delays in the supply of essential raw or auxiliary materials, strike, lockout). The Seller shall inform the Buyer of such obstacles without undue delay.

If subsequent contractual changes affect lead times, such lead times shall be extended accordingly unless special agreements have been made. If comparable obstacles occur at the Buyer, the same legal consequences apply to its obligation to accept delivery; however, the Buyer may only rely on such obstacles if it notifies the Seller without undue delay.

5. Force Majeure

In the event of force majeure or other unforeseeable events that materially impede or render delivery impossible, the Seller shall be released from its delivery obligation for the duration and to the extent of the disruption. Any claims for damages or other claims of the Buyer arising therefrom are excluded.

6. Suspension and Cancellation of Orders

Suspension or cancellation of an order is only permissible on the basis of a special written agreement with the Seller.

In the event of partial or complete suspension or cancellation, the Seller shall be entitled to subsequently invoice the price valid for the quantities already delivered.
Parts provided by the Seller shall in any case be invoiced to the Buyer upon suspension or cancellation.
Costs for production samples shall be invoiced in full in the event of suspension/cancellation; upon reinstatement of the order these costs shall be credited.

7. Shipping and Transfer of Risk

If the goods are dispatched at the Buyer’s request, the risk of accidental loss and accidental deterioration shall pass to the Buyer upon delivery to the carrier, at the latest upon leaving the warehouse/works, irrespective of who bears the shipping costs.

If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons not attributable to the Seller, risk shall pass to the Buyer upon notification of readiness for dispatch.
The method of dispatch is at the Seller’s discretion; special requests of the Buyer will be taken into account where possible.

8. Acceptance of Goods

Acceptance shall take place only if expressly agreed, at the delivery warehouse upon readiness for dispatch.

The Buyer bears personal acceptance costs; material acceptance costs shall be charged unless included in the price.

After acceptance, any notice of defects is excluded insofar as defects were detectable during the agreed acceptance procedure. If acceptance does not take place, does not take place on time or is incomplete, the Seller is entitled to dispatch or store the goods at the Buyer’s cost and risk.
In such case, the goods shall be deemed delivered in conformity with the contract upon dispatch or storage.

9. Partial Deliveries, Call-off Orders

Partial deliveries are permissible; each partial delivery shall be deemed an independent delivery.

For call-off orders, the Buyer must notify call-offs in due time. If call-offs are not made in due time, the Seller is entitled, after an unsuccessful grace period, to schedule and deliver itself or to withdraw from the unfulfilled part of the contract and claim compensation for the resulting loss.

10. Weights, Quantities, Dimensions

For custom-made goods based on samples or drawings, over- or under-deliveries within ±10% of the ordered quantity are permissible. The weights and quantities determined by the Seller shall be decisive for invoicing.

Dimensions and weights contained in illustrations, drawings, catalogues, documents etc. are approximate. Changes or improvements are reserved.

11. Terms of Payment

11.1 Due Date

Invoices are payable within 14 days from the invoice date with 2% cash discount or within 30 days net, unless otherwise agreed.

11.2 Default

If the payment deadline is exceeded, the Buyer shall be in default without further reminder.
Default interest shall accrue at the rate of nine percentage points above the respective base interest rate (§ 288 (2) BGB).
In addition, in the event of default the Seller is entitled to the statutory lump-sum compensation of EUR 40 (§ 288 (5) BGB).
The assertion of further default damages remains reserved; the lump sum shall be credited against such damages insofar as they are based on costs of legal enforcement.

11.3 Reminder Fees

The Seller may charge reasonable reminder fees according to actual expense if the Buyer is responsible for the default. The Buyer may prove that no damage or a significantly lower damage has occurred.

11.4 Bills of Exchange / Securities / Advance Payment

Bills of exchange shall be accepted only by agreement, for performance purposes only, without guarantee for protest and only subject to discountability. Discount and collection charges are borne by the Buyer from due date.

All claims become immediately due if payment terms are not complied with, if payment difficulties arise, or if circumstances become known that may reduce the Buyer’s creditworthiness.
The Seller is then entitled to perform outstanding deliveries only against advance payment or provision of security, or after an appropriate grace period to withdraw from the contract and claim damages.

11.5 Set-off / Retention

The Buyer is only entitled to set-off or to assert a right of retention insofar as its counterclaims are undisputed or have been finally adjudicated.

12. Retention of Title

Delivered goods remain the Seller’s property until full settlement of all claims arising from the business relationship. Inclusion of individual claims in a running account does not affect retention of title. Payment is deemed made only upon final receipt of the countervalue by the Seller.

The Buyer is entitled to resell the goods in the ordinary course of business. Pledging or transfer by way of security is not permitted.
Claims arising from resale are hereby assigned to the Seller in advance; the Seller accepts this assignment. The Buyer remains authorized to collect such claims as long as it is not in default of payment.

Processing or transformation is carried out for the Seller as manufacturer; the Seller acquires ownership of intermediate and final products, and the Buyer stores them free of charge. In the case of combination or mixing, co-ownership arises in proportion to value.

The Buyer must notify the Seller without undue delay of any enforcement measures by third parties.

The Seller undertakes to release securities at the Buyer’s request insofar as their realizable value exceeds the secured claims by more than 20%.

The Buyer must handle the retained goods with due care, insure them against fire and theft, and assign claims against the insurer to the Seller upon request.

Right of Access: In the event of default or other material breach of duty, the Seller shall be entitled—after prior notice and only during normal business hours and to the extent legally permissible—to demand surrender of the retained goods and, for this purpose, to obtain access to the Buyer’s storage or business premises upon coordination.

13. Warranty / Defects

13.1 Inspection and Notice of Defects (§ 377 HGB)

The Buyer must inspect the goods without undue delay after delivery.
Obvious defects must be reported to the Seller in writing without undue delay, at the latest within 7 working days after delivery.
Hidden defects that could not be detected even with careful inspection must be reported in writing without undue delay after discovery; the Buyer must stop any processing immediately.
If timely notice is not given, the goods shall be deemed approved.

13.2 Warranty Period

Warranty claims shall become time-barred 12 months after delivery of the goods, insofar as legally permissible.
Claims in cases of fraudulent intent and claims arising from injury to life, body or health remain unaffected.

13.3 Cure / Legal Consequences

In the event of justified notices of defects, the Seller shall provide cure at its discretion by

rectification, or
delivery of defect-free goods; upon request the Buyer shall return the defective goods, or
an appropriate price reduction.

If cure fails or is refused, the Buyer may withdraw from the contract or reduce the price in accordance with statutory provisions.

13.4 Cooperation Duties

If the Buyer does not provide samples upon request, does not allow inspection, or carries out rectification itself without consent, warranty claims shall lapse.

13.5 Third-Party Products / Wear and Tear

For third-party products, liability is limited to assignment of the Seller’s claims against the manufacturer/supplier. Mandatory statutory liabilities (e.g. under the Product Liability Act) remain unaffected.
Natural wear and tear, improper handling or overuse exclude warranty.

14. Liability

14.1 Principle

The Seller shall be liable in accordance with statutory provisions unless otherwise stipulated in these GTC.

14.2 Exclusions / Limitations

The Seller shall be liable without limitation

in cases of intent or gross negligence,
for injury to life, body or health,
under the Product Liability Act,
as well as in cases of fraudulent concealment of a defect or assumption of a guarantee.

In the event of slight negligence in breach of essential contractual obligations (cardinal duties), the Seller’s liability shall be limited to the typical, foreseeable damage.
Otherwise, liability for slight negligence is excluded.

Liability for indirect damages, consequential damages and loss of profit is excluded except in the cases set out in Clause 14.2 sentences 1–2.

15. Place of Performance, Jurisdiction, Applicable Law

15.1 Place of Performance / Jurisdiction

Place of performance is Langenfeld, Germany.
Jurisdiction for all disputes arising from or in connection with the contractual relationship shall be, at the Seller’s discretion, Langenfeld or the Regional Court (Landgericht) Düsseldorf, alternatively also the Buyer’s registered place of business. For order-for-payment proceedings, the Local Court (Amtsgericht) Düsseldorf is agreed.
This jurisdiction clause applies only in B2B transactions.

15.2 Applicable Law / CISG

German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).