Terms and Conditions
These General Terms and Conditions (GTC)
MB GlobalPax GmbH
1. Scope of Conditions
Our deliveries are made exclusively in accordance with our delivery terms, which are also binding for future business relationships, even if they are not explicitly agreed upon again. Deviations from these terms are only effective if we confirm them in writing. The buyer’s terms and conditions, which we do not acknowledge in writing, are not binding for us, even if we do not expressly object to them. Changes to our terms will be communicated to the buyer in writing. If the buyer does not object in writing within one month of notification, the changes are deemed approved. We will inform the buyer of this consequence when notifying them. Our written form requirement may also be met by emails and faxes.Angebote, Umfang der Lieferung
2. Offers, Scope of Delivery
The prices stated are ex-works (Incoterms 2010) unless otherwise agreed. The prices in our offer at the time of order placement shall be binding. We reserve the right to make corresponding price adjustments in case of changes in material or labor costs that occur within four months after contract conclusion.
Unless otherwise stated on the invoice, full payment is due within 30 days of the invoice date without deduction.
Payments by checks and bills of exchange shall be considered as fulfillment. If bills of exchange need to be submitted for payment abroad or in other locations, we assume no liability for timely presentation and protest. Discount charges shall be calculated from the due date of the invoice amount. If the buyer fails to fulfill his payment obligations, in particular fails to redeem checks and bills of exchange or suspends his payments, we reserve the right to demand immediate payment of the entire outstanding balance, even if we have accepted checks and bills of exchange. We may also require advance payments.
If we realize after contract conclusion that the buyer is not creditworthy and our claim for payment is jeopardized, we may refuse to perform and set a deadline for the buyer to pay upon delivery or provide security. If the deadline expires without success, we have the right to withdraw from the contract and demand compensation. A deadline is not required if the buyer seriously and finally refuses payment or if there are special circumstances that justify our immediate withdrawal, after weighing both parties’ interests.
3. Delivery Time
Compliance with the deadlines agreed upon in our order confirmations or otherwise with the buyer is binding. To meet these deadlines, all documents that must be provided by the buyer must be received on time and the agreed payment terms and other obligations must be met. If these conditions are not met on time, the delivery time will be extended by the delay period. The delivery time is deemed to have been met if the ready-to-ship shipment is dispatched or collected within the agreed period. If delivery is delayed due to reasons attributable to the buyer, the deadline is deemed to have been met if completion or readiness for dispatch is reported within the agreed period.
If we are prevented from fulfilling our obligations due to unforeseeable exceptional circumstances that could not be prevented despite reasonable care (e.g., operational disruptions, official interventions, delays in the delivery of raw and building materials, or problems with the energy supply), the delivery time will be extended by the duration of the hindrance, provided that delivery or performance is still possible. If delivery or performance becomes impossible, we are released from the delivery obligation.
In the event of a strike or lockout, the delivery time shall be extended appropriately. If delivery or performance becomes impossible, we are released from the delivery obligation. If the delivery time is extended by more than two months due to the circumstances mentioned above, the buyer may withdraw from the contract. The assertion of claims for damages is excluded. If the aforementioned circumstances occur with the buyer, the same legal consequences apply to his acceptance obligation. We can only rely on these circumstances if we notify the buyer immediately.
If shipment or delivery is delayed at the request of the buyer, we may invoice storage fees one month after reporting completion or readiness for dispatch. The storage fee is half a percent of the net invoice amount for each commenced month and is limited to a maximum of five percent of the net invoice amount, unless we can prove higher costs.
4. Packaging
We have the freedom to choose the type of packaging, but it will be done properly. Products are sold in industry-standard packaging (e.g. packages, boxes, bags) and billed according to the gross weight. For cross-wound spools, the weight including the paper tubes is recorded and they are not taken back.
5. Shipping and Transfer of Risk
Liability for possible damages passes to the buyer upon dispatch of the goods. If shipment is delayed due to reasons under the control of the buyer or their agents, liability passes from the day the buyer was informed of shipment readiness.
Normally, we ensure that the entire delivery is covered by industry-standard transport insurance, including loading and unloading as well as delivery to the location immediately after unloading. Additional insurances will only be concluded at the express written request of the buyer and against advance payment. The costs for this are borne by the buyer.
6. Retention of Title
Until the full payment of the agreed price, including all claims arising from the business relationship and future claims, as well as until the redemption of bills and checks, the delivered goods remain our property.
If the buyer pays with a check and we issue a refinancing bill of exchange for it, retention of title does not expire until we can no longer be held liable for the bill of exchange.
The buyer is entitled to resell the reserved goods within the framework of proper business transactions. In doing so, the buyer hereby assigns to us their claims arising from the resale, in particular their payment claims against their buyers. We accept this assignment. At our request, the buyer must inform their debtors of the assignment and provide us with the claims and names of their debtors.
The buyer is entitled to collect claims from the resale. However, if they fall into arrears with payment or circumstances become known to us that are suitable to diminish the buyer’s creditworthiness, we may revoke the right to collect.
If the reserved goods are processed or mixed with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the net invoice value of the reserved goods compared to the net invoice value of the other goods used at the time of processing or mixing.
A transfer of ownership of goods belonging to us by way of security is not permitted. If third parties access the reserved goods, in particular through attachment, the buyer must inform them of our ownership of the goods and send us a copy of the attachment protocol immediately.
If the buyer acts in breach of contract, we are entitled to withdraw from the contract and demand the return of the delivered goods.
If the net invoice value of the granted securities exceeds our claims by more than 50%, we are obliged, at the buyer’s request, to transfer or release securities at our discretion.
7. Custom-made printed products
Although we manufacture and charge for tools and printing materials specifically for the buyer, they remain our property and remain in our possession. After full payment of the agreed price, the purchaser may pick up or arrange for the pickup of the tools and printing materials at their own expense. Slight color variations in colored print executions will not be considered as defects. The buyer is responsible for ensuring that they have the legal rights to reproduce the ordered print execution.
8. Buyer’s rights in case of defects
Claims against suppliers of essential foreign products are hereby assigned to the buyer. Only if prior recourse to foreign suppliers has been unsuccessful, can the buyer hold us liable for defects in essential foreign products.
The buyer must notify us of defects in writing within one week of delivery. If defects cannot be detected within this period, they must be reported to us in writing immediately upon discovery.
We have the right, in the event of any legitimate complaint about defects, to remedy the situation within a reasonable period of at least 14 days at our discretion by either repairing or replacing the product. If the subsequent performance fails, the buyer may reduce the price or, if the breach of contract is not only minor, withdraw from the contract. If necessary, the buyer is entitled to claim compensation for damages or expenses.
The buyer’s claims for reimbursement of expenses for subsequent performance, such as transport, travel, labor, and material costs, are excluded if the costs increase because the delivered item has been subsequently taken to a location other than the place of delivery by the buyer or a third party, unless the relocation corresponds to the intended use of the delivered item or was agreed upon with us when the contract was concluded.
If the buyer resells the delivered item to an end consumer, they can only assert statutory recourse claims against us to the extent that they have not made any agreements with their purchaser beyond the statutory warranty claims. Claims are excluded if the buyer has not fulfilled the inspection and notification obligations under §§ 377, 378 HGB.
The buyer’s claims for defects expire after 12 months, unless § 479 para. 1 BGB prescribes a longer period.
We recommend that the buyer process adhesive tape immediately after delivery, as the adhesive strength decreases with increasing storage time. We can only provide a guarantee for the adhesive strength of adhesive tape up to 6 months after delivery.
9. Limitation of Liability, Damages
The seller is not liable for the slight negligent violation of insignificant contractual obligations
Claims for product liability or damages to the body, health, or death of the buyer or its agents that are attributable to the seller remain unaffected
The shortening of the limitation period under Clause IX. (6) does not apply if the seller is accused of gross negligence or if it concerns damages to the body or health or the loss of life of the buyer or its agents, which are attributable to the seller.
10. International Business
If the buyer is resident outside Germany or the seller supplies a branch of the buyer outside Germany, the conditions of the CISG of 11.04.1980 apply in addition to these conditions. For legal issues not regulated in the CISG, German law applies
The CISG is adjusted as follows: a) The seller is only liable for replacement deliveries in accordance with Art. 46 CISG if the non-conformity of the delivered goods constitutes a substantial breach of contract. b) Contrary to Art. 52 CISG, premature deliveries are possible. c) If interest is owed under Art. 78 CISG, the rate is determined by the interest rate applicable in Germany, which is 8% above the base rate according to § 247 BGB.
11. Place of Performance, Jurisdiction, and Applicable Law
Arnsberg is the place of performance for all obligations arising from the contractual relationship
If the buyer is a merchant, a legal entity under public law, or a special fund under public law, Oelde is the place of jurisdiction for all disputes arising from the contractual relationship
However, the seller reserves the right to bring an action before the court at the buyer’s place of business. The applicable law is exclusively German law.
12. Data Protection
The seller is authorized to store, transmit, modify, and delete personal data of the buyer. The buyer is hereby informed in accordance with § 26 BDSG.