1. Scope of application
All deliveries and services provided by Möve Fahrzeugitz GmbH are made exclusively on the basis of these terms and conditions. They apply exclusively and only to contractors in the sense of Section 310 Para. 1 BGB. Deviating, conflicting or additional terms shall not be included in the contract, even if they are known about, unless their validity for the individual case is expressly agreed in writing. These general terms and conditions shall be valid for all future business relationships from their initial incorporation.
2. Offer and order
All offers are non-binding. By ordering the goods, the customer bindingly declares that he wishes to acquire the ordered goods. Orders are considered to have been accepted if they have been confirmed by us either in writing or by e-mail, or are processed immediately – or as soon as possible – upon receipt of the order. In the latter case, the invoice also serves as an order confirmation. If the order is placed electronically (e.g. by e-mail, etc.), the receipt of the order is confirmed immediately. The confirmation of receipt does not constitute a binding declaration of acceptance. However, the declaration of acceptance can be attached to the confirmation of receipt. We accept no responsibility for verbal, telephone, telegraphic or electronic orders
3. Price / payment / compensation
Unless otherwise agreed in writing, our prices shall apply “ex works”, exclusive of VAT and/or incurred freight costs and shipping charges. Disposal charges
for the sales packaging and the so-called “Packetpfennig” (packaging recycling fee) under the dual system (“Grüner Punkt” – Green Dot) are not included in this, and shall therefore be calculated separately. Express and urgent shipments will not be made free of charge. All prices are non-binding and subject to alteration. Appropriate price changes due to changing labour costs and material and distribution costs for deliveries made three months or later following the conclusion of the contract remain reserved.
Invoices are due for payment within 30 days of the date of the invoice. Once this deadline has passed, the customer shall fall into arrears. During the delay, the
customer/contractor must pay interest on the amount due, at the rate of 8% above the applicable base rate p.a. The right to demonstrate and assert a higher default interest rate is expressly reserved. A cash discount of 2% (two percent) will be granted if the invoice is settled within 10 days from the invoice date. Invoices are payable on the specified payment terms, regardless of possible notifications of defects or other complaints. Deductions for the disposal of packaging material, especially packaging for transportation, are not permitted.
The customer’s right to offset claims is only granted if his counterclaims have been legally established, or have been expressly acknowledged by us in writing. The customer is only granted rights of retention if his counterclaims are based on the same contractual relationship. The right of collection of own or third-party acceptances remains reserved. Any collection and discount charges will be borne by the customer. A cash account is not granted in the case of exchange payments.
Non-compliance with the payment terms or conditions for previous deliveries, or the knowledge of circumstances which with obligatory commercial discretion
lead to a significant deterioration of assets, shall entitle us to withdraw from the contract in whole or in part, or to only deliver against payment in advance, or to demand corresponding securities. Invoiced amounts for part deliveries are due for payment immediately.
New orders from a customer can only be accepted if there are no payment arrears. Delivery to foreign customers is only made on the basis bank documents, unless expressly agreed otherwise.
4. Delivery/limitation of liability
The delivery is made (for a fee) from the factory or warehouse in Mühlhausen/Thür. The customer is obliged to accept part deliveries as long as these are reasonable. Unless a written confirmation, which is designated as an expressly binding confirmation of a fixed deadline, is issued by the management or an authorised representative, the delivery period shall only be deemed to be approximate. The beginning of the delivery time specified by us presupposes the clarification of all technical questions, as well as the timely and correct fulfilment of the obligations of the customer.
If delivery deadlines are agreed, the ordered goods must be accepted within this period. We are under no obligation to set time limits. In the event of a default of acceptance or a culpable breach of the customer’s cooperation obligations, we shall be entitled to deliver the goods and to charge for them at the agreed price, or to withdraw from the contract. Any additional costs incurred by this shall be borne by the customer.
If the service owed by us is forcibly delayed due to unforeseen circumstances (e.g. inevitable events, force majeure, weather conditions, etc.), the agreed delivery period shall be extended by the duration of the delay. This shall also apply if the above circumstances affect our suppliers or their subcontractors. We inform the client of the delay immediately. If the delay is unreasonably long, any part of the contract may be terminated without the obligation to pay compensation.
Irrespective of this, and provided that there is no intent or gross negligence involved, our liability shall be limited to the amount of the agreed contract volume. Liability for indirect damages shall be excluded, provided that these are not caused intentionally or by gross negligence. This also applies to slightly negligent breaches of duty on the part of our legal representatives or auxiliary agents. In the event of a slightly negligent breach of minor contractual obligation, liability is waived.
The above limitations on liability do not affect the customer’s claims arising from product liability. Furthermore, the liability limitations do not apply to bodily harm or damage to health, or the loss of life by the customer.
The right of the customer to claim for damages caused by defects shall expire one year after delivery of the goods. This does not apply if we are guilty of gross negligence, or bodily harm, damage to health or the loss of life by the customer are attributable to us.
5. Shipment / transfer of risk / returns
Unless expressly agreed otherwise, we may freely choose the dispatch route and means of transportation.
The risk of accidental loss and accidental degradation of the goods shall be transferred during the delivery process to the carrier, freight forwarder, or person or agency appointed to carry out the shipment.
The transfer is the same if the customer is in default of acceptance. Reusable packaging is to be returned on dates which must be jointly agreed upon with us. Any transportation aids, such as roller containers and other containers, remain our property, even when used as part of a pledge, and must therefore be handled with care.
They must be returned by the customer immediately after being used for their intended purpose; otherwise the replacement costs must be reimbursed. We reserve the right to enforce further damages.
Returns of delivered goods (returns), for whatever reason, will only be accepted with express written agreement, and must be carried out without postage or freight costs. Unstamped
returns will not be accepted.
If a return has been made in compliance with the agreement, the customer shall receive a credit note, which must be redeemed within one year at the latest. Otherwise the credit amount will be forfeited. A cash payment or return remittance of the credit amount is excluded.
In the case of defective goods, we shall initially provide the contractor with a guarantee in the form of repairs or a replacement delivery. The guarantee rights of the customer assume that the customer is fully compliant with his examination and reprimand obligations in accordance with Section 377 HGB.
If the subsequent performance fails, the customer can choose either to reduce the remuneration (reduction) or to cancel the contract (withdrawal). However, the customer shall not be entitled to withdraw from the contract in the event of a minor infringement, especially in the case of minor defects.
Obvious defects must be reported to us in writing within two weeks of receipt of the goods, and concealed defects immediately after their discovery. Otherwise the goods shall be considered approved. To observe the deadline, it will be sufficient to submit the defect notification in a timely manner. The customer shall bear the full burden of proof for all eligibility criteria, in particular for the existence of the deficiency itself, for the date of discovery of the deficiency, and the punctuality of the complaint notification.
If the customer chooses to withdraw from the contract due to a legal deficiency or material defect following a failed subsequent performance, he shall not be entitled to claim compensation. After a failed subsequent performance, the customer may decide to retain the goods, if this is reasonable. The compensation shall be limited to the difference between the purchase price and the value of the defective item. This does not apply if the contract has been maliciously breached.
The guarantee period shall be one year as of the date of delivery of the goods. No claims for defects can be made in the event of minor deviations from the agreed quality, in the event of minor usability impairments, or natural wear and tear or abrasion, or in the case of damage occurring after the transfer of risk as a result of improper or careless handling, excessive use, unsuitable equipment, or other external influences which are not presupposed by the contract. Likewise, if the customer or third parties carry out unsuitable repair work or alterations, no claims for defects can be made for these or the consequences thereof.
7. Retention of title
We retain ownership of all the delivered goods until the settlement of all claims which are part of a current business relationship, including all ancillary claims, has been completed.
The customer is obliged to handle the goods with care. If maintenance and inspection work is required, the customer has to carry it out on a regular basis, at his own expense. The customer is obligated to notify us immediately of any third-party access to the goods – for instance in the case of a confiscation or seizure – as well as any damage to, or destruction of, the goods. Likewise, the customer must inform us immediately of any changes of ownership of the goods, and any changes of residence.
In the event of a breach of contract on the part of the customer, in particular in the case of a delayed payment or a breach of one of the above obligations, we are entitled to withdraw from the contract and demand that the goods be returned.
The customer/contractor shall have the right to sell on the goods in the normal course of business. He hereby assigns to us all claims equivalent to the final invoiced amount, which are accrued as a result of sales to third parties. We accept the assignment. After the assignment, the contractor is authorised to collect the claim. We reserve the right to collect the receivables ourselves as soon as the contractor fails to fully meet his payment obligations and falls into arrears.
The contractor shall always handle and processes the goods on our behalf and account. If the processing involves items which are not our property, we shall acquire co-ownership of the new items in proportion to the value of the goods delivered by us and that of the other items to be processed. The same shall apply if the goods are mixed with other items which are not our property.
8. Data protection
The customer expressly agrees with the transaction-related storage of his data and, where applicable, the transfer of this data to third parties, as long as this is necessary for order processing.
9. Final provisions
Only the law of the Federal Republic of Germany shall apply. The provisions of the UN Sales Convention shall not apply.
Amendments to these general delivery and payment conditions must be made in writing. A waiver for the written form requirement must also be made in writing.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, the sole place of jurisdiction for all disputes arising from this contract shall be our registered office in Mühlhausen/Thür.
The same shall apply if the customer does not have a general place of jurisdiction in Germany, or if his domicile or habitual residence is not known at the time the action is filed. Should individual provisions of the contract with the customer, including these general terms and conditions, be or become invalid either in whole or in part, the validity of the remaining provisions shall remain unaffected. The wholly or partly invalid provision shall be replaced by a provision which matches the economic success of the invalid one as closely as possible.