General Terms and conditions
1.1. These Terms and Conditions of Sale and Delivery apply to all product deliveries and services of Melectric Systems GmbH (hereinafter: Melectric Systems). General terms and conditions of the customer shall not apply, even if Melectric Systems has not expressly objected to them. In the context of an ongoing business relationship, the terms and conditions shall also apply without express individual notice from the user (“Supplier”)
1.2. The terms and conditions apply in business transactions with companies.
1.3 The supplier hereby expressly objects to all terms and conditions of the contractual partner
2.Offer, product information
2.1. All offers are only valid for a period of four weeks, unless otherwise specified in the offer.
2.2. All information and data contained in general product documentation and price lists are binding – whether in electronic or other form – only to the extent expressly stipulated in the contract. This also applies to information and data presented in the course of contract negotiations.
Orders shall only be deemed accepted upon their written confirmation by Melectric Systems. The text of the order confirmation is decisive for the content of the contract. The customer is therefore obliged to check these in all parts and to notify Melectric Systems immediately of any deviations. Ancillary agreements and changes require written confirmation by Melectric Systems.
4. Delivery periods, delay
4.1. Agreed delivery periods are subject to written order placement, timely receipt of all information, data, provided parts, releases and agreed payments by the customer, as well as fulfillment of all other preconditions on the part of the customer.
4.2. The delivery period may be reasonably extended if the delay is caused by circumstances in connection with labour disputes, i.e. strikes or lockouts, or other unforeseen events for which Melectric Systems is not responsible, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the products. This also applies if the circumstances result from acts or omissions of the customer or arise from suppliers.
5. Delivery, transfer of risk
5.1. All terms and conditions of delivery shall be interpreted within the meaning of INCOTerms in the version valid at the time of conclusion of the contract. If terms of delivery are not expressly agreed, the delivery shall be EXW (Ex works, INCOTerms 2000).
5.2. In the case of delivery EXW, if Melectric Systems sends the product to its destination at the request of the customer, the risk shall pass to the customer at the latest upon handover of the product to the first carrier. If the delivery to the first carrier is delayed for reasons for which the customer is responsible, the risk shall pass to the customer at the time when the products are ready for delivery. Melectric Systems undertakes to insure the products at the customer’s request and expense.
5.3. Unless otherwise agreed, partial deliveries are permitted insofar as these are reasonable for the customer.
6.1. All prices for products to be delivered by Melectric Systems are indicated EXW, plus freight/postage, packaging, insurance and applicable VAT. If the prices of the preliminary products or the labour costs have increased, prices that have already been agreed may be increased unilaterally by Melectric Systems to a corresponding extent if products are to be delivered by Melectric Systems more than four months after conclusion of the contract or if there is a continuing obligation with the customer.
6.2. Unless otherwise agreed, the purchase price is payable within 30 days of receipt of the invoice or an equivalent request for payment without deduction and free of charge in euros or a currency pre-approved by Melectric Systems.
6.3. In the event of late payment, default interest of 8 percentage points above the statutory base interest rate will be charged validly on the due date. The assertion of any additional damage caused by delay is not excluded. In the event of a delay in payment, Melectric Systems may suspend the performance of its contract.
6.4. The withholding of payments or the set-off against claims of Melectric Systems is only permitted if counterclaims or counter-rights of the customer are undisputed or legally established.
7.1. Melectric Systems retains title to the Product until receipt of all payments under the Delivery Contract. The customer may neither pledge the reserved goods nor otherwise assign them as security. The customer may sell the reserved goods in the ordinary course of business under his usual conditions and under the condition that the customer receives payment from his further buyer or reserves ownership until the customer’s payment obligations have been fulfilled in full. The customer must inform Melectric Systems immediately of seizures as well as confiscation or other dispositions by third parties.
7.2. If the customer processes the product into a new item, the processing shall be carried out for Melectric Systems. An acquisition of ownership by the customer due to processing does not take place. In the event of processing, mixing or transformation of the product with products that do not belong to Melectric Systems, Melectric Systems shall acquire co-ownership of the new item in accordance with the ratio of the invoice value of the products delivered by it and the other products at the time of processing.
7.3. The customer hereby assigns the future claims from the resale of the reserved goods to Melectric Systems by way of security with all ancillary rights , unless the claim from the resale is assigned to a third party by way of genuine factoring and the purchase price claim from the purchase of receivables (factoring) in the amount remunerated by the factoring bank to Melectric Systems is assigned. If the customer sells goods subject to retention of title together with other goods without agreeing on a unit price for the reserved goods, the claim from the resale shall only be assigned to Melectric Systems in the amount of the gross invoice value of our reserved goods . In the case of the sale of goods in which Melectric Systems has co-ownership as a result of processing, combination or mixing (see above), the assignment of the claim shall only take place in the ratio of this co-ownership share to the remaining ownership share.
7.4. Until revoked, the customer is entitled to collect claims from the resale of goods subject to retention of title for Melectric Systems. Collected amounts must be forwarded immediately to Melectric Systems.
7.5. If the customer does not fulfil obligations under this contract or other contracts with Melectric Systems or if we become aware of circumstances that significantly reduce his creditworthiness,
– Melectric Systems may prohibit the future resale, treatment and processing of the reserved goods as well as their mixing or combination with other goods;
– we can revoke the collection authorization with immediate effect;
– upon request, the customer must inform us of the names of the debtors of claims assigned to Melectric Systems so that Melectric Systems can disclose the assignment and collect the claims.
8.Industrial property rights, intellectual property
The customer acknowledges Melectric Systems’ sole intellectual property in the products and indemnifies Melectric Systems from all claims asserted by others due to the infringement of intellectual property by drawings or samples of the customer or the processing of Melectric Systems products into products of the customer.
9.1. The Customer shall inspect the Products for any defects immediately upon receipt. Obvious defects must be reported to Melectric Systems in writing within 5 working days, hidden defects within 5 working days after their discovery.
9.2. For the warranty for defects in relation to defective products, the statutory provisions apply with the following provisions:
– the warranty period is one year after delivery;
– the customer is in no case entitled to repair the product himself or by third parties or to attempt a repair;
– unless otherwise agreed, the customer shall bear all additional repair and transport costs incurred by Melectric Systems as a result of the product being taken to a place other than the contractually agreed place or – if such a place has not been agreed – to a place other than the place of delivery;
– for defects that could have been detected by the customer with reasonable effort before installation or processing, all claims arising from liability for defects shall lapse as soon as the product has been processed or installed;
– a guarantee for a certain service life of the products is not assumed by Melectric Systems;
– the liability for defects does not refer to natural wear and tear as well as to damages that have occurred after the transfer of risk as a result of incorrect or negligent handling or due to non-specification or contractual use, in particular due to interventions in the products and changes to the products by the customer or third parties;
– liability for material defects that do not or only insignificantly reduce the value or usability is excluded;
– Recourse claims of the customer against Melectric Systems only exist if the claim of the customer by his customer, who is a private end user, was justified and only to the legal extent, not for goodwill regulations not coordinated with Melectric Systems and require the observance of the customer’s own obligations, in particular observance of the obligation to give notice of defects.
10.1. Unless Melectric Systems, its executive employees or vicarious agents are guilty of intent, gross negligence, injury to life, body or health, liability exists due to breach of an essential contractual obligation or liability is mandatory under the Product Liability Act, claims for damages and reimbursement of expenses by the customer – regardless of the legal grounds – also those arising from tort or for compensation for defects– are or consequential damages, due to culpable breach of contractual ancillary obligations or loss of profit – excluded.
10.2. In the event of a breach of essential contractual obligations that are not due to intent or gross negligence and which are not an injury to life, body, health or a guarantee of quality, liability is limited to the compensation of the contractually typical, foreseeable damage.
11. Applicable law, place of jurisdiction
11.1. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of conflict of laws and the International Conventions on the Sale of Goods.
11.2. Insofar as this is legally permissible, Munich (LG München I) is agreed as the exclusive place of jurisdiction. However, Melectric Systems is also entitled to bring an action at the headquarters of the customer.
12. General provisions
12.1. Agreements deviating from these conditions must be made in writing. This also applies to the waiver of this written form requirement.
12.2. The invalidity of individual provisions of these GTC has no influence on the validity of the other provisions. Should a provision be or become invalid, the contracting parties shall replace the ineffective provision with such an effective provision that comes as close as possible to the economic and legal purpose of the invalid provision.
12.3. Headings have only a clarifying effect; they are not part of the contract.
12.4. In the event of any conflict between the German and English versions of these GTC, the German version shall prevail.
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Melectric- Systems GmbH
Endlhauser Straße 7
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