General terms and conditions
of mv-t GmbH (as of 09.11.2016)
1 Scope of application
1.1 For the business relationship between mv-t GmbH and the customer, these General Terms and Conditions of Business shall apply in addition to the contract for work and services, the contract for work and materials or the purchase contract concluded with the customer in the version current at the time of the customer’s order.
1.2 Conflicting, deviating or supplementary general terms and conditions of the customer shall not become part of the contract unless mv-t GmbH expressly agrees to their validity in writing. These General Terms and Conditions shall also apply if mv-t GmbH performs services without reservation in the knowledge that the customer’s terms and conditions contradict or deviate from these General Terms and Conditions.
2. Conclusion of contract
2.1 The presentation of the products of mv-t GmbH on the websites or in other media is not a binding offer by mv-t GmbH. Rather, the customer is given the opportunity to submit a binding offer for the conclusion of a contract.
2.2 Our field staff or sales representatives are not authorised to conclude contracts on our behalf. They are only authorised to transmit declarations of the customers to us. Contractual relations shall only come into effect – insofar as we have not previously provided our contractual performance – upon receipt of our written order confirmation, which shall be decisive for the content of the contract solely in conjunction with these contractual terms and conditions.
3. Delivery periods/dates
3.1 mv-t GmbH points out that all information regarding the availability, dispatch or delivery of a product is only approximate information and approximate guidelines. They do not represent binding or guaranteed dispatch or delivery dates.
3.2 Delivery periods or delivery dates shall only be deemed binding if expressly assured in the order confirmation. If mv-t GmbH is unable to meet binding delivery deadlines for reasons beyond its control (non-availability of the service, in particular due to force majeure), it shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery deadline. If the service is still not available within the new delivery period, mv-t GmbH shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer shall be reimbursed to the customer immediately. In particular, the non-availability of the service in this sense shall be deemed to be the failure of mv-t GmbH to receive supplies from its suppliers in good time, if mv-t GmbH has concluded a congruent hedging transaction, neither mv-t GmbH nor its suppliers are at fault or mv-t GmbH is not obliged to procure supplies in individual cases.
3.3 If the delivery is dependent on a technical specification or the submission of design drawings, samples, models etc. by the customer, the delivery period shall not commence before the customer has submitted or presented the complete delivery.
4. Transport and installation
4.1 Transportation by freight forwarders or by business partners authorised by mv-t GmbH shall only be carried out on behalf of, at the expense and risk of the customer. Installation of the machine on site and instruction in the operation of the machine shall be carried out by business partners authorized by mv-t GmbH. This service is arranged by mv-t GmbH. The business partners act on their own responsibility and are not vicarious agents of mv-t GmbH.
4.2 The instructions given by the Business Partners when setting up the device and the information in the instructions for use of the device must be observed.
4.3 The risk of accidental destruction, loss or accidental deterioration of the goods as well as the price risk shall pass to the customer upon delivery of the goods to the person designated to carry out the shipment. The same applies to the risk of delayed delivery.
4.4 Deliveries abroad are made on separate terms and conditions, which will be communicated to the customer when the order is placed.
4.5 We reserve the right to make partial deliveries. Each partial delivery shall be deemed to be an independent delivery with regard to the due date of our payment claim and the customer’s obligation to inspect the goods and give notice of defects.
4.6 In the case of the delivery of serially produced items, mv-t GmbH shall be prepared to make follow-up and spare parts deliveries, but shall not be obliged to keep stocks or to set a fixed price.
5. Place of performance
The place of performance – also for franco deliveries – is Mittenwald.
6. Liability for defects
6.1 If the customer detects damage to the packaging on receipt of the delivery, he must have the damage confirmed in writing by the transport company on acceptance of the goods. In the absence of such confirmation, the customer shall bear the burden of proof for transport damage. The goods themselves must be inspected for visible transport damage immediately, i.e. no later than the following working day after receipt of the goods, to ensure that they are free of defects and complete. Any defects discovered in the process must be reported to mv-t GmbH immediately. If the customer fails to inspect the goods or to notify defects in due time, the delivered goods shall be deemed to be approved, unless the defect was not visible during the inspection. Timely dispatch shall be sufficient to meet the deadline; the burden of proof shall be on the customer.
6.2 Defects discovered at a later date that were not recognisable at the time of acceptance must also be reported to mv-t GmbH without delay; otherwise the goods shall be deemed to have been approved, also with regard to these defects.
6.3 The notification of defects must be made in writing and must describe the defect in detail. Otherwise, ß 377 HGB shall apply.
6.4 The warranty shall not apply to damage or defects resulting from improper connection, improper handling, repair attempts by persons not authorised by mv-t GmbH, or failure to observe the operating instructions and the instructions given when the device was installed.
6.5 mv-t GmbH shall be entitled, at its discretion, to remedy the defect or to deliver a defect-free item by way of subsequent performance.
6.6 If the repair or replacement delivery fails, the customer may, at his discretion, demand a reduction of the remuneration or cancellation of the contract.
6.7 Warranty and compensation claims shall become statute-barred after one year.
7. Liability for damages
7.1 mv-t GmbH shall only be liable for damages within the framework of the statutory provisions in accordance with the provisions of this clause 7.
7.2 mv-t GmbH shall be liable for damages resulting from injury to life, body or health and for damages caused by intent or gross negligence on the part of mv-t GmbH or its legal representatives or vicarious agents, as well as for damages in the event of non-compliance with a guarantee given by mv-t GmbH or due to fraudulently concealed defects.
7.3 mv-t GmbH shall be liable, limited to compensation for foreseeable damage typical of the contract, for such damage that is based on a slightly negligent breach of essential contractual obligations by mv-t GmbH or its legal representatives or vicarious agents. Essential contractual obligations are obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
7.4 Other claims for damages by the customer are excluded. The exclusion shall not apply in cases of strict liability, in particular under the Product Liability Act.
7.5 The limitations of this clause 7 shall also apply in favour of the legal representatives and vicarious agents of mv-t GmbH if claims are made directly against them.
7.6 There is no liability for damage to the delivered product caused by failure to observe the instructions or technical requirements or by failure to observe the instruction instructions by mv-t authorised business partners.
8.1 Our invoices, offers and order confirmations contain net prices (excluding value added tax, which is shown separately).
8.2 mv-t GmbH shall deliver – subject to the provision in the following sentence – against invoice. mv-t GmbH reserves the right to carry out order processing against partial advance payment or total advance payment. In this case, the customer shall be informed accordingly in advance.
8.3 Our invoices are due and payable within 30 days of invoicing without deduction, unless otherwise agreed in the order confirmation.
8.4 Payment options
If you choose the payment method prepayment, we will provide you with our bank details in a separate e-mail and deliver the goods after receipt of payment.
Within the framework of the payment service PayPal Plus we offer you various payment methods as PayPal Services. You will be forwarded to the website of the online provider PayPal. There you can enter your payment data, confirm the use of your data by PayPal and the payment instruction to PayPal.
If you have chosen the payment method PayPal, you must be registered there in order to be able to pay the invoice amount, or you must first register and authenticate yourself with your access data. The payment transaction will be carried out automatically by PayPal immediately after confirmation of the payment order. You will receive further instructions during the ordering process.
If you have chosen the credit card payment method, you do not need to be registered with Pa yPal to pay the invoice amount. The payment transaction will be carried out immediately after confirmation of the payment order and after your legitimation as the rightful cardholder by your credit card company at the request of PayPal and your card will be charged. You will receive further instructions during the ordering process.
If you have chosen the payment method Debit, you do not need to be registered with PayPal to pay the invoice amount. With confirmation of the payment order you give PayPal a direct debit mandate. PayPal will inform you about the date of the debit (so-called prenotification). By submitting the direct debit mandate immediately after confirmation of the payment instruction, PayPal requests its bank to initiate the payment transaction. The payment transaction is executed and your account is debited. You will receive further instructions during the ordering process.
If you have chosen the payment method Invoice, you do not need to be registered with PayPal to pay the invoice amount. After successful address and creditworthiness check and submission of the order, we assign our claim to PayPal. In this case you can only pay to PayPal with debt discharging effect. For the payment processing via PayPal, the general terms and conditions and the data protection declaration of PayPal apply – in addition to our general terms and conditions. Further information and PayPal’s complete general terms and conditions for purchase on account can be found here: https://www.paypal.com/de/webapps/mpp/ua/pui-terms?locale.x=de_DE.
9. Extended reservation of title
9.1 mv-t GmbH shall retain title to the delivered goods and installed parts, also within the framework of service contracts, until receipt of all payments arising from the business relationship with the customer.
9.2 mv-t GmbH shall be entitled to take back the object of purchase if the customer acts in breach of contract.
9.3 The customer shall be obliged to notify mv-t GmbH immediately of any change in his place of business, as long as claims for delivered goods are still outstanding.
9.4 The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to mv-t GmbH the claims of the buyer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with mv-t GmbH (including value added tax). This assignment shall apply regardless of whether the purchased item has been resold without or after processing. The buyer shall remain authorised to collect the claim even after the assignment. This shall not affect mv-t GmbH’s authority to collect the claim itself. However, mv-t GmbH shall not collect the claim as long as the customer fulfils its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
9.5 The treatment, processing or transformation of the purchased item by the customer shall always be carried out in the name and on behalf of mv-t GmbH. In this case, the expectant right of the customer to the object of purchase shall continue in the transformed object. If the object of purchase is processed with other objects that do not belong to mv-t GmbH, mv-t GmbH shall acquire co-ownership of the new object in proportion to the objective value of the object of purchase to the other processed objects at the time of processing. The same shall apply in the case of mixing. If the mixing is carried out in such a way that the object of the customer is to be regarded as the main object, it shall be deemed agreed that the customer shall transfer proportional co-ownership to mv-t GmbH and shall keep the sole ownership or co-ownership thus created for mv-t GmbH. In order to secure the claims against the buyer, the buyer shall also assign to mv-t GmbH such claims that arise against a third party through the connection of the reserved goods with a property. mv-t GmbH hereby accepts this assignment.
9.6 The installation of the device alone (connection to the building’s water supply and waste water drain, etc.) does not make the device an essential part of the respective building in accordance with ß 94 BGB (German Civil Code).
9.7 mv-t GmbH undertakes to release the securities to which it is entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.
10. Objection of uncertainty
10.1 mv-t GmbH shall be entitled, in the case of agreed advance delivery (partial delivery), to refuse the service incumbent on mv-t GmbH if, after conclusion of the contract, circumstances become known that give reason to fear that mv-t GmbH’s claim for payment may be jeopardised due to the customer’s lack of ability to pay. The right to refuse performance shall not apply if the counter-performance is effected or security is provided for it. In particular, default of payment after two unsuccessful reminders by mv-t GmbH shall be considered a risk to the customer’s claim.
10.2 mv-t GmbH shall be entitled to withdraw from the contract after the unsuccessful expiry of a reasonable period of time within which the customer shall, at its own discretion, either pay the consideration or provide security for the performance. The right of mv-t GmbH to claim damages for non-performance shall remain unaffected.
10.3 In the event of a payment risk, other claims that mv-t GmbH has against the customer shall become due immediately.
11. Final provisions
11.1 Exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts is the AG Garmisch-Partenkirchen or, depending on the amount in dispute, the LG München II.
11.2 All disputes arising out of or in connection with these General Terms and Conditions of Business and out of and in connection with the business conducted with mv-t GmbH shall be governed exclusively by the laws of the Federal Republic of Germany, irrespective of the legal grounds, but excluding all nonmandatory provisions of conflict of laws that refer to another legal system. The above-mentioned choice of law does not apply to customers who are consumers, insofar as this would deprive them of the protection granted to them by the provisions from which they may not deviate by agreement under the law that would be applicable in the absence of a choice of law. The application of the U.N. law on sales is excluded.
11.3 Should individual provisions of the contract between mv-t GmbH and the customer, including these General Terms and Conditions of Business, be or become invalid in whole or in part, or should there be a loophole in the contract, the validity of the remaining provisions shall not be affected.