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Please note

The German version of this GTC is binding in any case. Legal claims can only be based on the German version. We admit no liability for this English version since it is for the purpose fof explanation only.

General Terms and Conditions (GTC)
of Moeller Industrietechnik GmbH
and
Moeller Metall-Dichtungen GmbH

(Moeller)

Scope of GTC

The following General Terms and Conditions apply to all commercial dealings with the Buyer, even if not specifically mentioned in later contracts. Buyers' acknowledgements referring to their own terms and conditions are hereby rejected.

Offers and contract conclusion

  1. All offers included in brochures, flyers, advertisements etc. are subject to change. This also applies to prices quoted.
  2. Offers especially drafted are valid for thirty days.
  3. Any collateral agreements, amendments to as well as supplements of this GTC must be in writing in order to be valid. Without our written consent those shall not be valid.
  4. Quotations and order confirmations affected by apparent errors, namely typing or spelling errors, do not legally bind us. Moreover, the apparently intended text shall be valid.
  5. All of our bidding documents, drawings, descriptions, samples and quotations must neither be passed onto any third party, nor published, copied, nor otherwise made available to other parties without our written consent. These documents must, upon request, be completely returned to our company without keeping copies.
  6. The contract shall be concluded by either our written confirmation of order or by our execution of order. If no order confirmation is sent our invoice shall be the order confirmation.

Prices

  1. If not otherwise specified, our prices are ex works, excluding packaging.
  2. Packaging and transportation are charged separately.
  3. Sales taxes (VAT, GST) are not included in our prices. The applicable sales tax as due on the date of invoice will be indicated on the invoice.

Price changes

  1. Price changes are justified if there are more than four months between conclusion of contract and agreed date of delivery.
  2. If, after these four months, there are increases in wages and salaries, material costs or acquisition prices we are entitled to adequately increase our prices. The Buyer shall only be allowed to cancel the contract when this price increase significantly exceeds the increase in the German living expenses between placing the order and dispatch of goods.
  3. Provided that the Buyer is a general merchant, a body corporate organized under public law or a special fund under public law, price changes under this term shall be justified if there are more than six weeks between conclusion of contract and agreed date of delivery.
  4. Apparent price errors in our offers as well as in order confirmations do not legally bind us to supply at the price quoted.

Lead times, delivery deadlines, scope of deliveries

  1. Delivery dates and delivery deadlines must be confirmed in writing in order to be binding. Only  our express statements in this regard have binding force.
  2. In the case of a force majeure event, we are entitled to delay the delivery for the time the force majeure event occurs and for a reasonable period of time needed to prepare our performance. Force majeure event is any inability to supply as a result of force majeure or other unforeseen incidents outside our responsibility including, without limitation, strike, lock out, breakdown, or cease of supply from our own suppliers in spite of reservation of timely supply.
  3. In case the above specified events occur during an already existing delay we shall also not be accountable for them. In cases of importance we will inform the Buyer as soon as possible about beginning and end of those obstacles.
  4. Partial deliveries within the agreed deadlines are acceptable if they do not cause disadvantages for the use of the goods.
  5. Scope of delivery shall be determined by our written order confirmation.
  6. Reasonable design changes and changes of dimensions due to technological improvements as well as legal obligations are reserved during lead times if they do not substantially change the subject of delivery.

Cost of revoking the contract

In case the Buyer revokes the contract without proper reason we shall be entitled, regardless of claiming higher compensation, to charge ten per cent of the sales price for order processing as well as lost profits. The Buyer bears proof of damages smaller than claimed.

Packaging and transportation

  1. We reserve the right to select suitable transportation and packaging using our best judgement.
  2. Packaging and transportation charges are charged separately. Property of packagings passes on to the Buyer.

Acceptance of goods, transfer of risks

  1. The Buyer is obliged to receive the delivery items unless they are temporarily excused through no fault of their own.
  2. If the Buyer deliberately or due to gross negligence delays receipt of delivery items for more than 14 days we shall be entitled to withdraw from the contract or to claim compensation for non-fulfilment after setting an additional deadline of 14 more days. There shall be no need for an additional deadline if the Buyer wilfully or finally refuses receipt of delivery items, or obviously is  not in a position to pay the due amount within that additional period of time.
  3. Transfer of risk onto the Buyer shall take place upon handover of the delivery items to the forwarder, or, during delivery upon leaving our premises. Upon Buyer's request we organize insurance procedures in the name and for the account of the Buyer.
  4. EX WORKS delivery is agreed upon unless otherwise specified in our confirmation of order.
  5. In case the Buyer refuses receipt of delivery items the risks of accidental perishing as well as accidental deterioration shall be transferred to the Buyer from the moment of refusal.

Payment

  1. Unless otherwise specified, all invoices are payable net within 30 days from date of invoice.
  2. For payment within 10 days upon receipt of invoice we offer a 2 per cent discount.
  3. Discounts shall only be granted if the Buyer has fully settled all open accounts older than 45 days.
  4. We are not obliged to accept bills of exchange.

Retention of title

  1. We reserve all proprietary rights to ownership of the delivery items until complete payment.
  2. If the Buyer infringes any of the agreed provisions, especially delays of payment, we are entitled to recall the delivery items after a reminder. The Buyer shall be obliged to hand over the delivery items.
  3. The exercise of our reserved title or the garnishment of the item delivered shall not be considered as a rescission of contract unless the provisions of the German Consumer Credit Act do apply or otherwise declared by us.
     
    Provided that the Buyer is a general merchant, a body corporate organized under public law or a special fund under public law, the following clauses do also apply:
  4. The Buyer shall be entitled to resell the delivery items under the provision that they assign all receivables from the resale (including VAT) to us up to the agreed purchase price between our company and the Buyer. This shall apply whether the delivery items have or have not been further processed by the Buyer. The Buyer shall be entitled to collect the receivables upon having assigned the receivables to us. We reserve all rights to collect the receivables, though we will not enforce our rights as long as the Buyer completely fulfil their payment obligations and there are no delays of payment. In case of payment delays we shall be entitled to demand from the Buyer to disclose the assigned receivables and the debtors, to provide all necessary information needed to collect the receivables and to notify the third party of the assignment of receivables to our company.
  5. Any further processing or alteration of the delivery items shall be carried out on behalf of us - unless complete payment of the invoice. If the goods in which we have retained title shall be mixed with goods that are third party property, we shall acquire co-title in the new goods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered by us under retention of title and the invoice value of the other goods.
  6. If the goods in which we have retained title shall be inseparably assembled or mixed with goods that are third party property, then we shall acquire co-title in the new goods or the mixed stock. The Buyer shall keep safe our co-title.
  7. The Buyer has no right to pledge or transfer the title of the delivery items for the purpose of securing a debt. The Buyer shall immediately notify us if any third party asserts a claim for processing a garnishment or seizure of the delivery items. The Buyer shall be obliged to disclose all necessary information and documents needed to safeguard our rights. Any executory officers as well as third parties must be indicated our title.
  8. Where our claims shall be undoubtedly be secured through the assignment and retention by more than 20 per cent over the securable amount, any surplus of receivables and/or goods delivered under retention of title shall, upon demand of the Buyer, be released in accordance with our choice. If the invoice amount shall not have been settled we shall without the need to a separate warning notice have the right to recover default interest in an amount equalling 3 full percentage points above the base rate of the German Federal Bank. Default interests might be higher as well as lower provided we can demonstrate higher costs or the Buyer can demonstrate lower costs.
  9. Provided that the Buyer is a general merchant, a body corporate organized under public law or a special fund under public law, the Buyer shall have no right to set off, retention or reduction unless the underlying counter-claims have been conclusively determined by a court or expressly acknowledged by us.

Tools

All tools remain our property, regardless of the portion of costs born by the Buyer. This also applies if during correspondence only costs for tooling or tool costs are explicitly mentioned instead of proportional tool costs.

Complaints and warranties

  • Complaints must immediately be reported upon receipt of delivery items in such a manner possible for us to precisely verify the validity of the claim.
  • In case we are accountable for defective delivery items we shall assume liability as follows:
    • The Buyer has a right of subsequent rectification of defects within a period of six months upon acceptance of delivery item. In case we are unable to remedy defects under warranty the Buyer shall have the right to withdraw from the contract or to reasonably reduce the purchase price.
    • Normal tear and wear is not covered by any warranty.
    • Standard tolerances and deviations from dimensions as well as from other technical data that are customary to the industry for the product class are not covered by any warranty.

Limitations of liability

Legal claims for damages based on positive violations of contractual duties, or based on culpa in contrahendo, or tortious acts, which are not concurrently based on infringements of contractual principal obligations of ours shall be expressly excluded against either us or our vicarious agents in cases where damages were not caused by deliberate or gross negligent acts of ours. This does not apply to claims for damages based on warranted characteristics of an article sold that should protect the Buyer from the risk of consequential damages caused by defects. Claims for damages according to the German Product Liability Act will remain unaffected.

Place of performance and jurisdiction

  1. Place of performance shall be Hecklingen/Germany, the place of our business, unless otherwise specified for deliveries.
  2. Jurisdiction (place of jurisdiction) for all legal disputes resulting from the business relationship shall fall under the jurisdiction where our business is located, provided that the Buyer is a general merchant, a body corporate organized under public law or a special fund under public law, or has no inland place of jurisdiction. We are entitled to take legal action against the Buyer at their own place of jurisdiction.
  3. The German unharmonised law exclusively applies to all legal relations between us and the Buyer. Regulations organizing international sale of movable goods do not apply even if the Buyer has their registered office in a foreign country.

Miscellaneous

  1. No assignment of rights and/or duties of the Buyer arising from a contract is possible without our written consent.
  2. A GTC clause being or becoming void does not invalidate any of the other clauses and regulations.