Terms and Conditions | mfh systems

General Terms and Conditions
of mfh systems GmbH

1. Scope/Definitions
2. Offer and Conclusion of Contract
3. Prices and Payment
4. Delivery Time
5. Transfer of Risk upon Shipment
6. Liability and Warranty
7. Deviations
8. Set-off / Right of Retention
9.
Retention of Title 10. Amendments to the
11. Severability Clause
12. Applicable Law / Place of Jurisdiction

I. General/Scope of Application
1. These terms and conditions of sale (hereinafter "Terms and Conditions") apply exclusively to entrepreneurs (§ 14 German Civil Code), legal entities under public law, or special funds under public law. We only recognize conflicting or deviating terms and conditions of the customer if we expressly agree to their validity in writing.
2. Our offers, services, and deliveries are provided exclusively on the basis of these Terms and Conditions.
3. By accepting an offer, an order confirmation, or at the latest by placing an order or accepting a service, the customer acknowledges that these Terms and Conditions shall apply exclusively to all business relationships – including future ones.
4. Agreements made between the contracting parties in individual cases [including collateral agreements, amendments, and modifications] apply only to specific orders and must be in writing to be valid, thereby taking precedence over these Terms and Conditions in all cases.
5. Orders are binding on the customer (I, 1); The contract is concluded at our discretion either by order confirmation or by execution of the order or contract. We expressly reject any differing terms and conditions or counter-confirmations. We hereby expressly object to any conflicting prohibition of assignment. Our silence regarding such differing terms and conditions shall not be deemed acceptance or agreement, even in future transactions. Our offers are subject to change and non-binding unless expressly designated or marked as binding by us.
6. The following terms are defined as follows:
“we/contractor/supplier”
mfh systems GmbH, Heger Feld 8, 49191 Belm;
“force majeure” means any reason that makes it impossible for either us or the supplier to fulfill their respective contractual obligations and that arises from circumstances beyond the reasonable control of the respective party, including but not limited to natural disasters, acts of government or supranational institutions, outbreaks of violence, national emergencies, terrorist attacks, riots, civil unrest, fires, explosions, or floods.
"Order": means any offer to the supplier to purchase goods with reference to the terms of this contract.
"Client/Customer": means the person ordering the goods, as indicated on the order.
"Goods": are the assets we ship.
"Product Description": is a detailed description of the goods with specific instructions for use.

II. Offer and Contract Conclusion
1. We are bound by a customer's offer for 14 days. Subsequent acceptances by the customer constitute a new offer and require acceptance by the contractor. If the customer's order deviates from the contractor's cost estimate, a contract is only concluded upon confirmation by the contractor.
2. We reserve all proprietary and copyright rights to all documents provided to the customer in connection with the order, such as calculations, drawings, etc. The customer may only disclose these to third parties with our written consent, regardless of whether we have marked them as confidential or not. If the customer acts contrary to this provision, we reserve the right to take further action. These documents may not be made accessible to third parties unless we give our consent to the contractual partner or it is necessary for the implementation of the contract. If we do not accept the contractual partner's offer within the period specified in point 2.1, these documents must be returned to us immediately.
3. The client shall provide, free of charge and in a timely manner, at least four (4) weeks before the start of production, all data or plans necessary for the performance of the services, which he is contractually obligated to supply.
4. If this deadline is missed and delays result, the client shall bear any additional costs and/or damages incurred as a result.

III. Product Specifications
1. We reserve the right to make design and form modifications to the delivered item, provided that the delivered item is not significantly altered and the modifications are reasonable for the buyer or inherent in the nature of the goods.
2. Samples, specimens, analysis data, and other specifications provided by us are, within the scope of standard commercial practice, only indicative within the actual range of values for dimensions, color, quality, chemical composition, and functionality of the goods we deliver. The contract is considered fulfilled even in the event of a corresponding over- or under-delivery.
3. We assume a guarantee for the quality, durability, or yield of the delivered item, or any risk associated with its quality, only by means of an express, written, order-specific declaration, and not based on the content of product descriptions, technical data, and other printed materials and information.

IV. Prices and Terms of Payment
1. Unless otherwise agreed, prices are ex works from our warehouse or, in the case of shipment directly from the manufacturer's plant, ex works, excluding packaging; (ex works) (Incoterms 2010).
2. Quoted and agreed prices are net prices, plus value-added tax at the statutory rate applicable at the time of performance of our services. Payment is due immediately upon receipt or provision of the goods and receipt of the invoice, without any deductions, free of charge to the place of payment, unless a different payment term is specified on the invoice. A discount is only permissible with a separate written agreement between us and the buyer. Payment is only considered complete when we have received the full amount. We do not accept bills of exchange or checks as payment.
3. If the buyer defaults on a payment, and in the case of default on more than one obligation, all outstanding claims against the buyer become immediately due and payable. Payments may only be made to employees of our company if they present a written power of attorney for collection.
4. If, due to facts that become known to us only after conclusion of the contract, there are justified doubts about the buyer's creditworthiness, or if it has deteriorated significantly between the conclusion of the contract and delivery, we may demand advance payment or appropriate security. If, despite being given a deadline and being warned that we will refuse to accept any further performance after the deadline has passed, the buyer fails to make advance payment or provide security, or definitively refuses to do so, we may withdraw from the contract by written notice.
5. The buyer may not offset any claims against us unless the claim being offset is undisputed, legally established, and acknowledged by us. The buyer is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.

V. Delivery and Performance Time, Delay / Self-Supply and Force Majeure
1. Delivery dates and deadlines will be communicated by us in writing and are only binding upon receipt of such notification. The delivery deadline is met if the goods have been dispatched by the deadline.
2. The delivery period begins on the date of signing a written purchase agreement or the dispatch of the order confirmation; however, not before the buyer has provided all necessary documents, permits, and approvals, nor before receipt of any agreed-upon down payment.
3. Partial deliveries are permissible provided that the contractual partner does not incur any significant additional expenses or costs, the delivery of the remaining goods is ensured, and the partial delivery is usable by the customer within the scope of the contractual purpose.
4. If, for reasons beyond our control, we do not receive the delivery/service we contractually owe from our suppliers despite proper and sufficient procurement [congruent procurement], or if force majeure events of a significant duration [i.e., lasting longer than 14 calendar days] occur, we will inform the customer immediately in writing. In this case, we are entitled to postpone delivery for the duration of the impediment or to withdraw from the contract in whole or in part with respect to the unfulfilled portion, provided we have complied with our aforementioned duty to inform and have not assumed the procurement risk.
5. If a delivery/performance date or period is bindingly agreed upon and is/are exceeded due to the aforementioned events, the customer is entitled, after the unsuccessful expiry of a reasonable grace period, to withdraw from the contract with respect to the unfulfilled portion if continued adherence to the contract is objectively unreasonable for them. Further claims by the customer, in particular claims for damages, are excluded in this case. The above provision applies accordingly if, for the aforementioned reasons, a customary delivery and performance period is exceeded by more than 7 calendar days, even without a contractual agreement of a fixed delivery and/or performance date. If the contract is terminated in whole or in part by us or the customer due to the above provisions with regard to deliveries and services to be provided by us, we will, in the event that the customer has made advance payments, promptly refund the portion of the consideration attributable to the terminated part of the contract, less any costs already incurred by us.

VI. Transfer of Risk, Shipping, Packaging
1. Unless otherwise agreed, the shipping method and carrier are at our discretion. The goods will be additionally insured at the customer's request and expense.
2. Additional costs incurred due to changes in shipping methods and routes after conclusion of the contract, or due to special requests and interests of the buyer, shall be borne by the buyer.
3. In the case of shipment, the risk of loss or damage to the goods passes to the customer upon handover to the carrier or freight forwarder, but at the latest upon leaving the warehouse/in the case of direct shipment from the factory, upon leaving the factory premises. This also applies to partial deliveries. If shipment is delayed due to circumstances for which the buyer is responsible, the risk passes to the buyer from the date of readiness for shipment; however, we are obligated to store the goods at the buyer's request and expense.
4. Any transport damage discovered must be reported to us and the carrier immediately, and the goods must be returned to us with an acknowledgment of damage from the carrier, postal service, railway, or other parcel service, as well as an assignment of rights declaration from the customer. We may then provide a replacement shipment, provided the conditions for a claim by the transport company are met and the customer has submitted all necessary documents and information.
5. Delivered items must be accepted by the buyer if they have minor defects, without prejudice to their statutory and contractual rights.
6. Transport and all other packaging, in accordance with the applicable packaging regulations, will not be taken back. The buyer is obligated to dispose of the packaging at their own expense.

VII. Warranty and Notification of Defects
1. We are entitled, at our discretion, to remedy defects by repair or, in the case of sales contracts, by delivering a replacement free of defects. We have the right to attempt to remedy defects twice. After this period, the customer may, at their discretion, demand rescission of the contract or a price reduction in accordance with statutory provisions.
2. The customer is obligated to inspect deliveries immediately. Any defects must be reported to the supplier in writing within a preclusive period of one week, specifying the exact nature of the complaint. For obvious defects, this period begins upon delivery; for hidden defects, it begins upon discovery. Warranty claims by the customer are excluded if no notification of defects is received within this period.
3. The limitation period for warranty claims arising from sales and work contracts is one year from delivery of the goods for sales contracts and one year from acceptance for work contracts.
4. Warranty is excluded for the sale of used goods.
5. This does not apply to claims arising from a guarantee, the assumption of a procurement risk within the meaning of Section 276 of the German Civil Code (BGB), claims for injury to life, body, or health, or claims based on fraudulent, intentional, or grossly negligent conduct on our part. This also applies in the cases of Sections 478 and 479 of the German Civil Code (BGB) (recourse in the supply chain), Section 438 Paragraph 1 No. 2, or where a longer limitation period is otherwise mandatory under law. Section 305b of the German Civil Code (BGB) (priority of individual agreements in oral, textual, or written form) remains unaffected. The aforementioned provision does not entail a reversal of the burden of proof.
6. Our warranty and the resulting liability are excluded to the extent that defects and related damages are not demonstrably and culpably attributable to defective material, faulty design, defective workmanship, defective manufacturing materials, or, where required, defective operating instructions.
7. In particular, the warranty and the resulting liability for breach of duty due to defective performance are excluded for the consequences of improper use, unsuitable storage conditions, and the consequences of chemical, electromagnetic, mechanical, or electrolytic influences that do not correspond to the average standard influences specified in our product descriptions or a deviating agreed product specification or the respective product-specific data sheet provided by us or the manufacturer. The foregoing does not apply in cases of fraudulent, grossly negligent, or intentional conduct on our part, or in cases of injury to life, body, or health, the assumption of a guarantee, a quality risk pursuant to Section 276 of the German Civil Code (BGB), or liability under a mandatory statutory liability provision.
8. We assume no warranty pursuant to Sections 478 and 479 of the German Civil Code (BGB) (recourse in the supply chain - supplier recourse) if the customer has processed, modified, or otherwise altered the products delivered by us under the contract, insofar as this does not correspond to the contractually agreed purpose of the products.
9. The acknowledgment of breaches of duty in the form of defects always requires written form. Section 305b of the German Civil Code (priority of individual agreements) remains unaffected.
10. Insofar as liability for damages not based on injury to life, body, or health of the buyer exists, and negligence is not excluded, such claims shall become statute-barred within one year, commencing with the accrual of the claim.
11. The aforementioned exclusion of liability also applies to breaches of duty due to slight negligence on the part of our vicarious agents. Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.

VII. Retention of Title
1. We retain title to the goods and items delivered by us, or installed (but not permanently), until full payment of all outstanding claims. This retention of title also applies until all claims arising from the business relationship between the customer and us, including future and contingent claims, have been settled.
2. The customer is entitled to process the delivered goods within the scope of its ordinary business operations. The processing of the goods is carried out for the contractor without creating any obligation for the contractor; the new items become the property of the contractor.
3. If the goods are processed together with other goods not belonging to the contractor, the contractor acquires co-ownership of the newly manufactured item in proportion to the invoice value of the goods subject to retention of title relative to the other processed items. Should the contractor's ownership nevertheless be extinguished and the customer become (co-)owner, the customer hereby assigns to the contractor, as security, its ownership in proportion to the invoice value of the goods subject to retention of title relative to the other processed items. In all the aforementioned cases, the client shall hold the goods owned or co-owned by the contractor in safekeeping for the contractor free of charge.
4. The client's authorization to sell the goods shall automatically expire upon an unsuccessful attempt at enforcement against the client or upon the filing of an application for the commencement of insolvency proceedings against the client's assets. Furthermore, any other disposition of the goods subject to retention of title, in particular pledging and assignment by way of security, is inadmissible without consent and shall result in a prohibition of sale.
5. The client hereby assigns to the contractor all claims arising from the resale of the goods subject to retention of title, whether processed or unprocessed, including all ancillary rights, and the contractor accepts this assignment.
6. In the event of the sale of processed, combined, mixed, or blended goods subject to retention of title, the supplier shall acquire the first-ranking portion of the claim, which corresponds to the percentage of the invoice value of the goods delivered, plus a security surcharge of 5%.
7. Subject to the right of revocation at any time, the client is entitled to collect the receivables assigned to the contractor in the ordinary course of business. The contractor will not exercise its own right of collection as long as the client fulfills its payment obligations – including those to third parties – as agreed. If the client assigns its subsequent receivables to a factoring institution within the framework of so-called true factoring, assuming the risk of default, the client assigns its claims against the factoring institution for payment of the factoring proceeds to the contractor and undertakes to notify the factoring institution of this assignment immediately after invoicing by the contractor.
8. The client is obligated to provide the contractor, upon request, with a detailed list of the receivables due to the contractor, including the names and addresses of the customers, the amounts of the individual receivables, invoices, etc., and to provide the contractor with all information necessary for the enforcement of the assigned receivables and to permit the verification of this information. The client is obligated to handle the goods with care.
9. In the event of attachments or other interventions by third parties, the buyer must inform us immediately. Any subsequent processing, installation, combination, or modification (§§ 946, 947, 950 of the German Civil Code) of the goods still owned by the contractor is only permitted with the prior written consent of the supplier.

VIII. Amendment of the General Terms and Conditions
1. The Contractor is entitled to unilaterally amend these General Terms and Conditions – insofar as they have been incorporated into the contractual relationship with the Contractor – to the extent necessary to remedy any subsequent disruption of the balance of obligations or to adapt to changed legal or technical conditions. The Contractor will be informed of this, including the content of the amended provisions.
2. The amendment will become part of the contract if the Client does not object to its inclusion in the contractual relationship in writing within six (6) weeks of receiving the notification of amendment.

IX. Jurisdiction, Applicable Law
1. If the buyer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all legal disputes is our registered office. This also applies to claims asserted in summary proceedings for payment.
2. The incorporation and interpretation of these terms and conditions, as well as the conclusion and interpretation of legal transactions with the customer, are governed exclusively by the laws of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods, and the UN Convention on Contracts for the International Sale of Goods is excluded.

X Severability Clause
1. Should any provision of this contract be or become wholly or partially invalid, void, or unenforceable due to the law
governing standard business terms and conditions pursuant to Sections 305 to 310 of the German Civil Code (BGB), the statutory provisions shall apply. 2. Should any current or future provision of this contract be or become wholly or partially invalid, void, or unenforceable for reasons other than those relating to the law governing standard business terms and conditions pursuant to Sections 305 to 310 of the German Civil Code (BGB), the validity of the remaining provisions of this contract shall not be affected, unless the performance of the contract – even taking into account the following provision – would constitute an unreasonable hardship for one of the parties. The same applies if a gap requiring supplementation arises after the conclusion of the contract.
3. Contrary to the established case law of the Federal Court of Justice, according to which a severability clause is generally intended only to reverse the burden of proof, the validity of the remaining contractual provisions shall be maintained under all circumstances, and Section 139 of the German
4. The parties shall replace any provisions that are invalid, void, or unenforceable for other reasons under Sections 305 to 310 of the German Civil Code (BGB) or any gaps requiring supplementation with a valid provision that corresponds in its legal and economic substance to the invalid, void, or unenforceable provision and to the overall purpose of the contract. Section 139 of the German Civil Code (partial invalidity) is expressly excluded.
5. If the invalidity of a provision is based on a specified measure of performance or time (period or deadline), the provision shall be replaced with a legally permissible measure that most closely approximates the original measure.