Moeller GmbH

General Conditions of Sale, Delivery and Payment
1. Effectiveness of the conditions of sale, delivery and payment
General
All of our quotations, contracts, agreements and deliveries are based on the conditions below, and also become applicable in individual cases, even if we do not make express
reference to them, at the latest at the time of placing the order or of acceptance of the delivery as acknowledged by the ordering party.
Conditions of the ordering party which coincide with our conditions, and which we do not expressly acknowledge in writing, are not legally binding on us, even if we do not expressly
contradict them. Insofar as it is not stipulated otherwise in these conditions, the provisions of the law shall apply.
The term "Call-off orders" solely refers to those orders for which the entire order quantity is available at the time of placing of the order or within 12 weeks at the latest from the order
date through a delivery schedule, and for which the entire order quantity is taken up within 9 months from the time of placing of the order (see point 9). Any agreements to the
contrary require our written consent.
If reference samples are sent to the ordering party, and these samples are approved, then they are authoritative for the execution and thus form an integral part of the contract.
2. Quotations
Our quotations are without engagement.
3. Price basis
The prices are quoted ex-warehouse in Euros (€), exclusive of packaging. Orders for which we have not expressly agreed fixed prices will be calculated at the prices valid on the date
of delivery. If a change occurs prior to the date of delivery in the standard wages or the costs of materials or energy, we reserve the right to make price adjustments accordingly.
Prices for repeat orders are not binding.
4. Delivery deadlines, delivery terms
Delivery deadlines and terms are, unless agreed otherwise, to be understood as an approximate estimation of the delivery time. Periods of delivery start from the date of the order
confirmation, but not before all of the agreed or otherwise required preconditions have been fulfilled by the ordering party, and all details of the execution have been clarified. The
delivery deadline is considered to have been observed if, by the end of the agreed delivery time, the merchandise has left the warehouse or, in the case of shipping options, the
readiness of the merchandise for shipping has been reported.
In the event of early delivery, the early delivery date and not the originally agreed time is authoritative. We reserve the right to use our own suppliers to execute correct and timely
delivery. The delivery time is extended appropriately, even within a delivery delay, in the event of unforeseen impediments which, in spite of reasonable care according to the
circumstances of the case, could not be averted by us, irrespective of whether they occurred to us or to our suppliers. Examples of impediments of this type include: interruptions of
operations, delays in the delivery of important raw materials and construction materials, strikes and lockouts. We will inform the ordering party about such impediments immediately.
In the event of subsequent amendments to the contract which could have an effect on the term of the contract, the latter is extended accordingly, insofar as no special agreements
have been reached in this respect. In the event that the impediments cited in paragraph 3 occur to the ordering party, then the same legal consequences apply as for its acceptance
obligation. However, the ordering party may only invoke these impediments if it informs us immediately.
5. Force majeure
In the event of force majeure or other unforeseeable events, we are exempt from our delivery obligation, without the ordering party being able to derive any rights from this
exemption.
6. Suspension and cancellation of the order
The suspension or cancellation of the order is only permissible on the basis of a specific agreement with us.
In the event of the partial or complete suspension or cancellation of the order, we are entitled to recalculate the valid price for the quantity of merchandise already delivered.
Parts provided by us are invoiced in all cases to the ordering party in the event of the suspension or cancellation of the order.
In the event of the suspension or cancellation of the order, the full costs of the reference samples shall be invoiced to the ordering party. In the event of the reinstatement of the
suspended or cancelled order, these costs shall be reimbursed to the ordering party in the form of a credit note.
7. Shipping and transfer of risks
If the merchandise is shipped at the request of the ordering party, then, on its handover to the shipping representatives, but no later than on its leaving the factory, the risks of the
accidental destruction and the accidental deterioration of the merchandise are transferred to the ordering party, irrespective of whether the shipment occurs from the place of
fulfilment or which party bears the shipping costs.
If the merchandise is ready to ship, and the shipment or acceptance is delayed for reasons not attributable to us, then the risk is transferred to the ordering party as soon as the
readiness for shipment of the merchandise is indicated. The shipping method is at our own discretion, although we will give as much consideration as possible to the specific wishes
of the ordering party.
8. Acceptance of the merchandise
The acceptance of the merchandise by the ordering party may only take place in the delivery warehouse when it is ready to ship if an express agreement has been reached to that
effect.
The ordering party bears the personal acceptance costs; the objective acceptance costs are calculated if they are not included in the price.
After acceptance of the merchandise, any complaint about defects which can be detected in the course of the agreed type of acceptance is excluded. If the acceptance is not
performed, or is not performed in a timely manner or is not performed completely, we are entitled to ship or warehouse the merchandise without acceptance at the cost and risk of the
ordering party.
Once it has been dispatched or warehoused the merchandise is considered to have been delivered according to the contract in every respect.
9. Partial deliveries, call-off orders
Partial deliveries are permitted; each partial delivery is considered to be an independent delivery. In the event of call-off orders, the ordering party is obliged to inform us about calloffs in a timely manner. If it is not called off or arranged in a timely manner, we are entitled, after a notified period of grace has elapsed without effect, to divide and deliver it
ourselves or to withdraw from the as-yet unfulfilled part of the contract, and demand compensation for the losses we have incurred.
10. Weights, number of units, dimensions
In the case of custom designs according to models or drawings, excess deliveries or short deliveries of the ordered quantity are permissible within a range of +/- 10%. For the
purposes of the calculation, the weights and number of units determined by us are authoritative.
The dimensions and weights contained in our illustrations, drawings, catalogues, documentation, etc., are to be understood as only approximate. We reserve the right to make
changes or improvements.
11. Conditions of payment
Our invoices are payable within 14 days of the invoice date, with a 2% discount, or within 30 days of the invoice date, net. In the event that the payment deadline is exceeded,
interest is calculated at the rate of 5% above the respective base rate of interest. Bills of exchange are only accepted in fulfilment supra protest, and only after agreement and on
condition that they can be discounted. Discount fees, collection charges and bill stamp tax are calculated from the due date of the invoice amount. All of our debt claims, including
those for which we have accepted bills of exchange, become due immediately if the payment conditions are not met, payment difficulties arise for the ordering party, or we become
aware of circumstances which are generally conducive to a reduction in the creditworthiness of the ordering party.
In this case, we are also entitled to continue to execute outstanding deliveries and services only against advance payment or surety, or to withdraw from the contract after an
appropriate notice period, or to claim compensation for damages due to default. We may also refuse the resale and processing of the delivered merchandise and demand their return
or the transfer of the constructive possession of the delivered merchandise at the cost of the ordering party. In the cited cases, the ordering party authorises us to enter its premises
and remove the delivered merchandise. We also have a claim at all times to sureties which are standard in both type and scope for our debt claims, even insofar as they are
conditional or of limited duration. The ordering party may not offset our claims with counter-claims not recognised by us, nor may it assert claims to a lien on the merchandise.
12. Retention of title
The delivered merchandise remains our property until full payment is made of all debt claims from the commercial relationships with the ordering party. The abandonment of
individual debt claims in a currently valid invoice, as well as the striking of a balance and its recognition, has no effect on the retention of title. Payment is understood to be receipt of
the equivalent amount by us. The ordering party is entitled to resell the merchandise subject to the retention of title in its normal commercial transactions. However, it is not permitted
to pledge or furnish collateral on the merchandise. The ordering party is obligated to ensure that the conditional vendor has rights to credit in the event of resale of the merchandise
subject to the retention of title. The ordering party has already transferred the debt claims from the resale of our merchandise subject to retention of title; and we accept this transfer.
Notwithstanding the transfer, the ordering party is entitled to collect the debt claims as long as it fulfils its obligations towards us fully and punctually, and does not become insolvent.
On our request and at any time, the ordering party must provide us with the information about the transferred debt claims required for the collection and must notify the third-party
debtors about this transfer.
Any handling or processing of our merchandise subject to retention of title is performed for us by the ordering party as a supplier, without any obligations arising as a result. We
acquire ownership of the manufactured intermediate products and end-products, and the ordering party is merely their custodian. This also applies if the newly manufactured
products are more valuable than the merchandise subject to retention of title, but the processed merchandise serves as surety for us only up to the value of the merchandise
delivered under the retention of title.
In the event of the processing, combination, blending or mixing of the merchandise subject to retention of title with other merchandise not belonging to us, the co-ownership of the
newly arising merchandise is transferred to us in proportion to the value of the merchandise subject to retention of title compared to the other processed merchandise at the time of
the processing, combination, blending or mixing. If the ordering party acquires exclusive ownership of the newly manufactured merchandise, then the contracting parties agree that
the ordering party will grant us co-ownership of the newly manufactured merchandise in proportion to the value of the processed, combined, blended or mixed merchandise subject to
retention of title, and will act as the custodian of this merchandise free of charge on our behalf. If the merchandise subject to retention of title is resold together with other
merchandise, irrespective of whether this resale occurs without or after the processing, combination, blending or mixing, then the above transfer agreed in advance is applicable only
up to the value of the merchandise subject to retention of title which is resold together with the other merchandise.
The ordering party must inform us immediately about enforcement measures of third parties in respect of the merchandise subject to retention of title or the debt claims transferred in
advance, and must hand over the documents (e.g. the record of a distraint) required for an intervention.
We undertake to release the sureties to which we are entitled according to the above provisions at the demand of the ordering party, at our own discretion, insofar as the value of the
debt claims to be guaranteed exceeds 20%. The ordering party undertakes to maintain the merchandise subject to retention of title and that in our co-ownership in an orderly
condition, to ensure it against fire and theft and to transfer the claims against the insurers to us on our request.
13. Warranty
Warranty claims for defects must be received by us in writing within 14 days of the arrival of the merchandise at the place of destination.
Defects which cannot be detected within this period even after careful inspection, must be claimed for immediately upon detection, subject to the immediate discontinuation of all
handling and processing. On the expiry of a period of 3 months from the time the merchandise leaves our warehouse, any claim for defects will be excluded. In the case of justified
claims for damages, we will fulfil our obligation with the exclusion of further claims, at our own discretion, as follows:
• by repairing the defective merchandise;
• by delivering other, non-defective merchandise in the originally agreed form and design;
on request, the ordering party is required to return the defective merchandise;
• by offering a price discount commensurate with the depreciation in value suffered by the defective merchandise.
In the event of our non-fulfilment of our warranty obligations, the ordering party has the right to withdraw from this contract.
For replacement deliveries and repair work, we are liable to the same extent as for the originally delivered merchandise; for replacement deliveries, the time limit for claims begins
anew.
If the ordering party fails to send samples of the material subject to the claim immediately on request, if it does not permit us to inspect and check the merchandise, or if it makes
repairs independently without our consent, then all warranty claims are forfeited. All claims are subject to a statute of limitations of one month from the written rejection of the defect
claim by us, or otherwise in 6 months from the delivery.
For third-party products, the liability is restricted to the transfer of the liability claims which we are entitled to assert against the supplier of the third-party product. Natural wear and
tear, improper handling and overloading of our merchandise release us from any liability.
14. Claims for compensation of damages
Claims of any nature and any extent for compensation of damages, on any legal grounds whatsoever, in particular also claims for compensation of direct and consequential damage,
are excluded, unless they are based on the grossly negligent violation of the contract on our part or on the deliberate and grossly negligent violation of the contract on the part of a
vicarious agent.
15. Place of fulfilment and place of jurisdiction
The place of fulfilment for all obligations arising from the contractual relationship shall be Mettmann. The place of jurisdiction for all legal disputes arising from the contractual
relationship and in relation to its existence and effectiveness shall be Mettmann or the district court of Wuppertal; or, at our discretion, also the place of business of the ordering party.
In the event of the assertion of claims in the course of collection proceedings, it is agreed that the magistrates’ court of Wuppertal shall be the place of jurisdiction.