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I. Scope of Application, Conclusion of Contract
The following conditions apply for all business transactions of
Micro Mobility Systems D GmbH (hereinafter referred to as "Seller"),
especially for the sale of goods or services and performances. The
conditions apply also for all future business transactions with
the Seller in the version in vigour at the time of the sale.
Contrary or alternative conditions or conditions brought forward
by the contracting party or buyer shall be deemed to be void unless
agreed on and accepted expressly in writing.
II. Shipment / Delivery
Once the Seller has accepted the commitment for the supply of the
goods, he will ship the goods with the required diligence. However,
the Seller shall only assume reliability for intentional damage
and damage caused due to gross negligence. Peril shall pass to the
buyer as soon as the shipment has been handed over to the person
who is responsible for the transport. The shipment shall be effected
at buyer's expense. The delivery dates stated by the Seller shall
be valid. The Seller shall aim at the fulfilment of the delivery
times. If the Seller nevertheless comes into default, a reasonable
grace period of 3 weeks shall be allowed, starting from the day
of the written formal notice of default by the buyer. After fruitless
expiration of this period, the buyer may withdraw from the contract.
§ 361 BGB remains untouched. Operation breakdown - in the plant
of the Seller as well as in a plant of the ancillary industry -
especially strike, lock-out as well as all cases of acts of God
or delivery problems of suppliers shall not entitle to terminate
the contractual relationship. In such cases the Seller reserves
himself the right for a reasonable prolongation of the delivery
time.
The Seller shall take back packing material according to his duties
resulting from the Packaging Regulations. Packing material will
only be taken back immediately after the supply of the goods, for
consequent orders only after prior notice and placing at disposal.
The returned packing material must be clean, free of foreign matter
and classified according to material. Otherwise the buyer shall
be charged with the resulting additional costs incurred.
III. Prices
The prices of the Seller are gross prices and are ex works. They
are excluding packing, freight, postage, insurance and other transport
costs. If no other agreements were made (for instance 30 days after
invoicing at the latest), payments shall be effected by advance
payment. Micro Mobility reserves the right to retain shipments and
/ or services until receipt of the complete payment and to charge
the buyer with the interests of the sum due amounting to the statutory
interest rate as well as to claim for damage incurred due to the
delay.
IV. Payment
Bills of exchange shall not be accepted. We reserve the right for
advance payment for transactions with new customers.
Deduction of cash discount shall only be allowed after express agreement
and only if all other previous invoices were settled. Any cash discount
agreement shall not refer to freight, postage, insurance or other
shipping costs. The invoicing shall be made on the date of delivery,
partial delivery or availability of goods (liability to be discharged
at the domicile of the debtor, default in acceptance).
Payments shall always be used for the settlement of the liability
items with the earliest maturity date plus the interests accrued.
The buyer may only balance with an incontestable and legally effective
claim.
In case the fulfilment of the payment claim is endangered because
of the deterioration of the financial circumstances of the buyer
which occurred after the conclusion of the contract and which has
become known, the Seller may demand payment in advance or other
indemnification of the purchase price and retain goods that have
still not been delivered respectively stop further proceeding of
the order. These rights also apply when the buyer is in default
with the payment of shipments based on the same legal relationship.
In case of default in payment, the interest on arrears of 5 % above
the base lending rate according to § 1 of the discount rate
transition law shall be paid.
The enforcement of further default damage shall not be excluded
by this.
Further, the buyer carries all arising legal charges out of court
and of amicable settlement as well as costs for collection measures.
V Reservation of Title
The delivered goods shall remain our property until complete payment
of the purchase price and all claims out of the complete business
connection of whatever kind. The same applies for the submission
of cheques until their encashment. If goods are taken back because
of our reservation of title, the buyer shall bear the costs arising
thereof. The buyer shall stock the goods free of charge until complete
payment is effected. The buyer of the product shall be authorised
to resell within normal business; pawning, transfer of ownership
as security on a debt or assignment shall, however, not be permitted.
The buyer shall be obliged to safeguard on a credit base the rights
of the reservation seller when reselling reservation goods. The
buyer transfers to us already now the claims of the contracting
party from the further alienation of the reservation product; we
accept this assignment.
Notwithstanding the assignment and our collection right, the buyer
shall be entitled for the collection as long as settling his obligations
and not getting into property forfeiture.
On our demand the buyer has to provide the necessary details on
the assigned claims and to inform the debtors about the assignment.
If the value of the existing securities exceeds the claims to be
secured by more than 20%, the Seller shall be obliged to give a
release to this extent. If the reservation goods are impounded or
confiscated the seller must be informed immediately.
Regulations for the reservation of title issued by our suppliers
and buyers are expressly contradicted hereby.
VI. Claims, Guarantee
The buyer has to check the delivered product immediately on receipt.
Claims shall only be accepted within 8 days after receipt of the
goods in writing and the defects must be stated exactly. Hidden
defects which cannot be found after the immediate examination must
be asserted within the statutory warranty period. Micro shall not
be obliged to take the product back if the product shows use traces.
Before returning the product the consent of the seller has to be
sought. Without consent of the seller returned goods will not be
accepted. But the consent of the seller to the return of the product
shall not mean acceptance of the claim.
For legitimate claims the seller is authorised to eliminate the
defects or to substitute the goods up to the order value - according
to his choice - unless a warranted feature is missing or if the
seller or his assistant can be blamed for intention or gross negligence.
The same applies in the case of a legitimate claim concerning shipments
where defects had been eliminated or concerning substitution shipments.
In the case of elimination of defects we are obliged to bear the
costs, especially the costs of transportation, as well as the cost
for ways, work and materials as far as these are not increased by
the fact that the shipment was transferred to another place than
the place of performance.
Defective goods shall not entitle to the restraint of the amount
of the invoice. In the case of delayed, refrained or imperfect elimination
of defects, the buyer shall have the right to demand reduction of
the remuneration (abatement) or cancellation of the contract (rescission).
Defects on part of the delivered product will not entitle to claim
the complete shipment, unless the partial delivery is of no interest
for the buyer. Seller shall be liable for deviations in quality
of the material used only to the extent of his own claims against
the respective supplier.
In such a case the Seller is exempted from his liability when transferring
his claims against the supplier to the buyer. Seller is liable as
far as claims don't exist or aren't enforceable against his supplier
through contractor's fault.
VII. Resignation
We are authorised to resign from the contract if you don't pay the
remuneration agreed on despite an adequate period granted by us
or if you have infringed export regulations.
Depending of the legal nature of the contract agreed on, each party
is, regardless of the enforcement of further rights, authorised
to terminate a concluded contract in the following cases:
Injury of an essential contractual duty by the other party; lasting
injury of duties out of the contract, as far as this injury is not
terminated within an adequate period after receipt of a corresponding
request of the injured party; adjudication in bankruptcy concerning
the capital of the other party or demand for adjudication in bankruptcy.
VIII. Liability
In principle, the Seller shall only be liable as far as he has caused
damages by intentional or gross negligent behaviour, also in respect
to commercial trading,.
As far as in the following nothing else turns out, further-reaching
claims of the buyer - no matter of whatever legal reasons - are
excluded.
Micro Mobility Systems D GmbH shall therefore not be liable for
damages others than on the delivered product. Particularly, Micro
Mobility Systems D GmbH shall not be liable for escaped profit or
for other capital damages suffered by the buyer. The personal liability
of employees, agents and assistants is excluded or restricted to
the same extent as the liability of Micro Mobility Systems D GmbH
is excluded or restricted.
The foregoing limitation of liability shall not apply if the buyer
brings forward a claim in accordance with §§1,4 Product
Liability Law, claims due to a missing warranted feature or claims
for compensation because of non-fulfilment according to §§
462, 480, par. 2 BGB. The same applies for initial inability or
justifiable impossibility of performance.
IX Place of Performance, Place of Jurisdiction, Effectiveness
Place of performance and place of jurisdiction for all disputes
including cheque and document processes arising from the contract
relationship shall be the legal domicile of Micro Mobility Systems
D GmbH.
Micro Mobility Systems D GmbH shall also be allowed to complain
in any case at the legal domicile of the buyer. The contractual
relationship shall be submit to German law. UN purchase right shall
be excluded.
In the event of ineffectiveness of one or more regulations, the
effectiveness of the other regulations shall remain untouched.
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