GENERAL TERMS AND CONDITIONS
The following General Terms and Conditions (GTC) apply to all contracts, deliveries and other services, including consulting services, unless they are amended or concluded with the express consent of MFP GmbH.
Agreements to the contrary shall only be valid if they are confirmed in writing by MFP. We shall not be bound by the Client’s terms and conditions even if we do not expressly object to them again. They shall only bind us if we expressly agree to them in writing in each individual case.
II. Offer and conclusion of contract
Offers are always subject to change. Conclusions of contracts and other agreements shall only become binding upon written confirmation by MFP. For the conclusion of contracts it is assumed that complete and correct data are provided.
Information on our products and services on the Internet and in catalogs, data sheets, price lists etc. are not binding, as long as certain properties are not expressly guaranteed as binding.
By placing an order, the customer accepts these AGB. MFP may announce the full text of the General Terms and Conditions by providing a link under which this text can then be called up on the Internet.
All contracts expire automatically when the service is provided. The right of both parties to terminate the contract for good cause remains unaffected. Any termination must be made in writing to be effective.
IV. Right of withdrawal
Upon conclusion of a contract with MFP GmbH, the private customer is granted the right to withdraw from the contract and is no longer bound by his declaration of intent to conclude the contract if he has revoked it within the specified period. The revocation does not have to contain any reasons and must be declared to the entrepreneur in text form or by returning the goods within two weeks; timely dispatch suffices to comply with the deadline. (cf. § 355 BGB)
In the event of an effective revocation, the consumer is no longer bound to his declaration of intent directed to the conclusion of the contract, so that no effective contract is concluded. The consumer must return received goods if they are suitable for parcel delivery. The legal regulations of the withdrawal apply to the rescission. (see point IX.)
V. Prices and payments
Prices are quoted ex works Wunstorf and do not include value added tax. Packaging and transport costs will be charged separately. MFP reserves the right to change prices. When new prices are announced, all the prices previously quoted shall lose their validity.
The objects of purchase are subject to the extended reservation of title. Ownership will only be transferred to the buyer when he has paid all his liabilities from the order. In the event of processing, combining and mixing of the goods subject to retention of title with other goods by the buyer, the seller is entitled to the proportional co-ownership. If the buyer’s ownership expires due to combining or mixing, he hereby assigns to MFP the ownership rights and claims to which he is entitled on a pro rata basis. In the event of default in payment MFP shall be entitled to inform the Buyer’s customers of the assignment and to collect the claim itself.
Unless otherwise agreed, all payments must be made 14 days after the invoice is issued with a 2% discount or after 30 days without any discount.
In the case of development orders MFP is entitled to charge one third of the order sum after receipt of the order. Two thirds of the sum will be invoiced after delivery to the client, unless other agreements have been made.
If the payment deadlines are exceeded, the consequences of default shall come into effect without the need for a special reminder. Default interest will be charged at 4% above the applicable federal discount rate from the due date of the invoice. In addition, a reminder fee is charged for each reminder. The withholding of payments or offsetting against payments due to any counterclaims of the customer not recognized by us is not permitted.
Delivery dates and delivery periods are generally non-binding, unless MFP expressly assures them as binding. Delays in delivery due to force majeure, shortage of materials, machine failure or similar circumstances beyond our control shall relieve us of the delivery obligations entered into for the duration of the hindrance and shall entitle us to withdraw from the contract at our discretion, without, however, the client being entitled to withdraw from the contract; any claims by the client for delayed delivery, for whatever reason, shall be excluded. Partial deliveries are permissible for MFP. The client may not demand such partial deliveries.
VII. Transfer of risk
The risk shall pass to the customer – even if freight-free delivery has been agreed – when the consignment leaves our factory. Shipment is made at our discretion.
VIII. External services
External services include, for example, the production and assembly of blanks and sheet metal cutting. MFP GmbH shall be entitled to have parts of agreed contract work produced by third-party companies.
If external services are commissioned in the name of the client, MFP shall not be liable for the services and work results of the commissioned service providers.
External services shall be invoiced via MFP GmbH.
IX. Complaints and return
Complaints due to incomplete or incorrect delivery or obvious defects can only be made in writing by the buyer within 8 days after receipt of the goods. This also applies to incompatibilities, especially in interaction with software of other manufacturers.
Defects that are not recognizable in a proper examination must be reported within 8 days after discovery.
In the event of a justified complaint, we reserve the right to choose between repair or replacement. Should MFP not be able to rectify the defect within a reasonable period of time, or should it be technically impossible to rectify the defect, the purchaser shall be entitled to withdraw from the contract or demand a corresponding reduction in the purchase price, at his discretion.
In any case of return delivery, the goods will only be taken back in the condition in which they left our factory. All further claims of the customer, especially for damages of any kind, are excluded.
X. Defects and liability
Warranty to our customers is given for a period of 12 months after the transfer of risk and only for defects that have demonstrably occurred as a result of circumstances that occurred before the transfer of risk.
Since the subject matter of the contract usually represents a complex technical product, which is connected in its application with other hardware and software components, a final suitability test is assumed by the buyer. No warranty can be given for possible incompatibilities in connection with products and especially with software of other manufacturers. Likewise, the compliance with construction and safety regulations of all kinds is subject to the buyer.
The liability for defects does also not extend to damages caused by faulty assembly or excessive strain on the buyer. If notices of defects made in due time are accepted by us, we will provide a replacement free of charge within a reasonable grace period. Costs of any kind incurred for the replacement of the defective parts are not at our expense.
Claims for compensation for damages that have not occurred to the delivery item itself, in particular loss of profit or other financial losses of the buyer, are excluded – regardless of the legal grounds. This does not apply to cases in which liability is mandatory under the Product Liability Act.
Insofar as the liability of MFP is limited or excluded, this also applies to the personal liability of employees, representatives and vicarious agents.
If the buyer defaults on his payments in whole or in part or withholds payments without prior agreement, the warranty for the entire scope of the purchase shall expire. This does not affect the remaining rights of the seller.
There is no claim that our Softwareprogramme⁄ applications are fully or partially functional on every software and hardware environment. The user alone bears any risk, especially in case of data loss and improper use.
According to the state of the art, it is not possible to exclude errors in data processing programs – generally in software programs – under all application conditions. No guarantee can therefore be given for complete freedom from errors.
XI. Property rights
Unless we have given special notice, the delivery item is, to our knowledge, free from third-party industrial property rights. If the delivery item or a part thereof nevertheless infringes an industrial property right, we shall, at our expense and at our discretion, within a reasonable period of time, procure the right of further use for the customer or replace or modify the delivery item by a non-infringing design or withdraw from the contract.
MFP shall not assume any further liability under patent law.
XII. Copyright and rights of use
All products created or mediated by MFP GmbH are subject to the protection of the copyright law. All creative, intellectual services are the property of MFP GmbH. The sale or transfer of this intellectual property is exclusively reserved for MFP and in exceptional cases requires the written consent or confirmation of MFP. Unauthorized passing on of MFP GmbH products to third parties entitles the customer to claim damages from MFP. This also applies to preliminary stages of MFP products.
Without the consent of MFP GmbH their work, including the copyright designation, may not be changed either in the original or in reproduction. Any imitation, even of parts, is not permitted.
The transfer of granted rights of use to third parties requires the consent of MFP GmbH.
All contents of the MFP GmbH web pages are also subject to legally protected copyright. The viewer acquires no rights whatsoever to the contents, texts, images and data. Any form of disregard of the copyright leads directly and immediately to claims for damages by MFP.
XIII. Place of jurisdiction
The place of performance for delivery and payment and the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Neustadt a. Rbge. German law applies to the contractual relationship, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
XIV. Severability Clause
The contract remains binding in its remaining parts even if individual points are legally ineffective. It is agreed that in this case a valid provision which comes closest to the above provision in terms of meaning and content shall be deemed agreed.
- The objects of the deliveries (goods subject to retention of title) shall remain the property of MFP GmbH until all claims to which MFP GmbH is entitled against the customer under the business relationship have been satisfied. Insofar as the value of all security rights to which MFP GmbH is entitled exceeds the amount of all secured claims by more than 10%, MFP shall release a corresponding part of the security rights at the request of the client. MFP shall be entitled to choose between various security rights for release.
- During the existence of the reservation of title, the customer is prohibited from pledging or assigning the goods as security and resale is only permitted to resellers in the ordinary course of business and only on condition that the customer receives payment from its customers or makes the reservation that the title shall not pass to the customer until the customer has fulfilled its payment obligations.
- If a client of MFP GmbH resells, he hereby assigns to MFP by way of security his future claims from the resale against his customers with all ancillary rights, including any balance claims, without the need for further special declarations. If the goods subject to retention of title are resold together with other items, without an individual price having been agreed for the goods subject to retention of title, a client assigns to MFP GmbH that part of the total price claim which corresponds to the price of the goods subject to retention of title invoiced by us.
- Our customer is permitted to process the goods subject to retention of title or to mix or combine them with other objects. The processing shall be carried out for MFP GmbH. The customer shall keep the resulting object for MFP with the care of a prudent businessman. The new object shall be deemed to be goods subject to retention of title.
- MFP GmbH as supplier and its customers as purchasers are already now in agreement that in the event of the goods being combined or mixed with other items not belonging to MFP GmbH, we shall in any case be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the other goods at the time of the combination or mixing. In this respect, the new item is considered to be a reserved good.
- The regulation on the assignment of claims according to No. 3. shall also apply to the new item. However, the assignment shall only apply up to the amount of the contribution corresponding to the value of the processed, combined or mixed reserved goods invoiced by MFP.
- Without the need for any further declarations, a client of MFP GmbH assigns to MFP his claims to which he is entitled as remuneration for a combination with goods subject to retention of title from our company, together with all ancillary rights, as a precautionary measure to the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of the combination, even if the goods subject to retention of title are combined with real estate or movable property.
Until revocation, our customer is authorized to collect assigned claims from the resale. In the event of good cause, in particular in the event of default and suspension of payment, protest of a bill of exchange, the opening of insolvency proceedings or justified indications of over-indebtedness as well as imminent insolvency of the customer, MFP GmbH shall be entitled to revoke the customer’s authorization to collect. Furthermore, MFP may, after prior warning and observing a reasonable period of notice, disclose the assignment of security, exploit the assigned claims and demand disclosure of the assignment of security by the client to his customers.
- MFP GmbH must be informed immediately by its client in the event of seizures, attachments, other dispositions or interventions by third parties. If a justified interest is substantiated, our customer shall provide MFP with the information required to assert its rights against its customers and hand over the necessary documents.
- In the event of a breach of duty on the part of the customer of MFP GmbH, in particular in the event of default in payment, we shall be entitled, after the unsuccessful expiry of a reasonable deadline set for the customer for performance, to withdraw from the contract in addition to taking back the goods. This shall not affect the statutory provisions on the dispensability of setting a deadline. Our customer is obliged to surrender the goods. The seizure of the goods subject to retention of title by MFP GmbH, the taking back of the goods or the assertion of the retention of title shall not constitute withdrawal from the contract, unless MFP has expressly declared this.
Status of the General Terms and Conditions July 2013