Terms and Conditions
General terms of Delivery and Payment
valid from 01.01.2017
I. Scope, conclusion of contract
1. The legal relationships between us and a commercial customer (hereinafter referred to as 'customer') are based exclusively on our sales conditions below. They are deemed to have been recognized by the placing of an order or acceptance of the delivery and also apply if we provide services in the knowledge that the customer's terms and conditions contradict or deviate from our conditions of sale; They also apply to future similar transactions with the customer. We do not recognize any other conditions.
2. Orders, contracts of all kinds, as well as changes or additions to them, must be made in writing. Verbal agreements are only binding if we have confirmed them in writing. Orders are only binding if we have accepted them in writing within 2 weeks of receipt of the order and if a different provision has not been made in a framework agreement.
3. All offers made by us are non-binding with regard to price, quantity, delivery time and delivery options and can be revoked at any time. Written notifications are deemed to have been received by the customer after the normal mail run if they have been sent to the customer's last known address, whereby the dispatch is assumed if a copy or the like. of the relevant document is signed or we have another dispatch note.
II. Prices and terms of payment
1. The prices stated in our price lists are non-binding. The price shown in the order confirmation applies. The prices apply ex works, including freight, packaging, insurance and are calculated at the current list price at the time of delivery, plus taxes and any customs duties.
If the delivery takes place at the express request of the customer or at least by him in some form, later than three months after the conclusion of the contract, we are entitled, provided that there are changes in the meantime within the scope of our price calculation basis - such as material - and wage costs - has come to adjust the price or to withdraw from the contract by withdrawing without compensation.
The following applies to deliveries on our part: a) Small orders under € 330.00 will be delivered with the next larger order, otherwise, if you wish to have immediate delivery, a cost share of € 25.00 will be charged. b) For deliveries over 330.00 â‚¬ and below 600.00 â‚¬ we deliver at a cost of 5%. c) In the case of agreed express or express mail, we charge the additional costs.
2. Payments are due immediately and can be made within 30 days of the invoice date without deduction. If payment is made within 10 days of the invoice date, a 2% discount is granted if all invoices dated before this date have been paid. Invoices for spare parts, repairs and other services or work are payable without deduction immediately after receipt of the invoice. In the event of default in payment, we will charge default interest of at least 8% above the respective base rate. Furthermore, we are entitled to make new deliveries dependent on the settlement of open invoices without existing contracts expiring.
3. The customer can only offset claims that are undisputed or have been legally established. The same applies to the exercise of a right of retention, which furthermore can only be exercised with regard to the defective goods.
III. Delivery; Default
1. Orders are delivered as closed as possible. We remain entitled to make partial deliveries.
2. Specified delivery dates are non-binding. Compliance with agreed delivery deadlines is subject to correct, complete and timely delivery by us and requires the timely receipt of all documents to be supplied by the customer, necessary permits and releases, in particular of plans, as well as compliance with the agreed payment terms and other obligations by the customer . If these requirements are not met in a timely manner, the deadlines will be extended accordingly; this does not apply if we are responsible for the delay.
3. Is the failure to meet the deadlines for operational disruptions, force majeure, z. B. mobilization, war, riot or similar events, e.g. B. the strike or lockout, the deadlines are extended appropriately. We are also entitled to withdraw from the contract due to the part that has not yet been fulfilled. The customer can withdraw from the contract if, despite being requested to do so, we have not declared within a reasonable period whether we want to withdraw or deliver within a reasonable period.
4. The risk of accidental loss, accidental loss and accidental deterioration of the delivery or parts thereof goes with the handover of the goods to the carrier specified by us or with their provision in the case of collection by the customer, but no later than when they leave of the factory or warehouse to the customer, even if we bear the freight costs.
5. If dispatch or delivery is delayed by more than a month after notification of readiness for dispatch at the customer's request, the customer can be charged storage fees of 0.5% of the respective goods value, but no more than a total of 5% for each month or part thereof. Both parties reserve the right to prove higher or lower storage costs. 6. The customer may not refuse to accept deliveries or services due to minor defects.
IV. Retention of title
1. The sold goods remain our property until all claims to which we are entitled against the customer from the business relationship have been fulfilled.
2. The customer is prohibited from pledging or transferring ownership as long as the retention of title exists. Any transfer or sale of the goods is only permitted in the normal course of business and only on the condition that the customer's claim in the amount of the price agreed with us with all ancillary and security rights is transferred to us without a special agreement being required in individual cases.
3. If the value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 20%, we will release a corresponding part of the security rights at the customer's request.
4. The customer's authorization to resell ends with our revocation as a result of a sustained deterioration in the customer's financial position, at the latest, however, with the customer's suspension of payments or with the application or opening of insolvency proceedings over the customer's assets. If the realization of our claims against the customer appears to be in jeopardy, the customer must notify his customers of the assignment upon request and provide / hand over all necessary information and documents to us in order to enable us to assert our own claims. We are also entitled, after previously declaring withdrawal from the contract, to demand the reserved goods from the customer if the customer is in default of fulfilling his obligations.
5. In the event of seizure, confiscation or other dispositions or interventions by third parties in the reserved goods or the claims assigned to us, the customer must point out our right of ownership or our claim ownership as a result of the extended reservation of title and notify us immediately.
6. The customer is obliged to sufficiently insure the reserved goods against destruction and damage. He hereby assigns his claims from insurance contracts and other claims for compensation against third parties in the amount owed to us in advance. We accept the assignment.
1. The services provided by us are free of defects if they are suitable for normal use and have a quality that is usual for items of the same type. An insignificant reduction in usability does not constitute a defect. We show ours Customers point out that the agreed quality of our goods is limited to the product description belonging to the respective product. Information and statements made by our employees during a sales talk are irrelevant. Declarations and agreements about the quality of an item do not constitute a guarantee.
2. Any warranty is excluded if a defect is based on changes or improper handling of the goods by the customer or end customer. If our service is based on documents from the customer, such as sketches, drawings, models, etc., the customer is liable Customer for the correctness, completeness and feasibility of the drafts as well as the legality of use. The customer releases us from all claims that arise through the use of information or documents provided by the customer.
3. The customer's claims for material defects require that the customer has properly complied with the inspection and complaint obligations incumbent on him under Â§ 377 HGB, otherwise complaints are irrelevant: The customer must report the defects immediately, at the latest within one week Notify us of receipt of the goods in writing. Defects that cannot be discovered within this period even with careful inspection must be reported to us in writing immediately after their discovery.
4. In the event of a notification of defects, payments by the customer may be withheld to an extent that is proportionate to the material defects that have occurred. However, this only applies if the customer makes a complaint and there is no reasonable doubt about its justification If a complaint is wrongly made, we are entitled to demand that the customer reimburse us for the expenses incurred.
5. If we have performed deficiently, we have the right to repair or subsequent delivery, as we choose. If the form of supplementary performance chosen by us fails the second time, the customer can assert claims for damages, withdraw from the contract or The delivery of a new, defect-free item is basically only carried out step by step against delivery of the defective item. Otherwise, the statutory provisions apply.
6. Recourse claims of the customer against us according to Â§Â§ 445a, 478 BGB (recourse of the entrepreneur) exist only insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects.
7. All claims for defects become statute-barred 12 months from the transfer of risk, unless the law stipulates longer periods in accordance with Â§Â§ 438, Paragraph 1, No. 2, 445b and 634 BGB, or we do so because of intent or fraudulent concealment known defects or injury to life, limb and health of the customer are liable.
1. Claims for damages and reimbursement of expenses by the customer, regardless of the legal reason, in particular due to breach of obligations arising from the contractual relationship and tort, are excluded.
2. This does not apply if liability is mandatory, eg for guaranteed quality features, according to the Product Liability Act, in cases of willful intent, gross negligence, because of injury to life, body or health, as well as because of essential damage The claim for damages for the breach of essential contractual obligations is limited to the contract-typical, foreseeable damage; claims for lost profit, saved expenses, claims for damages from third parties as well as other indirect and consequential damages do not exist. This again does not apply if a quality feature guaranteed by us The aim is to protect the customer against such damage and / or if there is intent or gross negligence or if there is liability for injury to life, limb or health. A change in the burden of proof to the disadvantage of the customer is with the above Regulations not connected.
3. As far as our liability is excluded or limited, this also applies to our employees, workers, representatives and vicarious agents.
VII. Industrial property rights and copyrights
1. We are only obliged to provide the service free of those industrial property rights and copyrights of third parties (hereinafter: property rights) that restrict the contractual use in the country of the place of delivery. If a third party due to the violation of property rights by services provided to us and used in accordance with the contract raises legitimate claims against the customer, we shall be liable to the customer within the period specified in V. 7. as follows:
a) We will either obtain a right of use for the services concerned, change them so that the property right is not violated or replace them. If this is not possible under conditions that are reasonable for the customer, the customer has the rights according to V to.
b) The above-mentioned obligations only exist if the customer informs us immediately in writing about the claims asserted by third parties, does not acknowledge a violation and we reserve the right to take all defense measures and settlement negotiations Damage reduction or other important reasons, he is obliged to inform the third party that the cessation of use is not associated with an acknowledgment of an infringement of property rights.
2. Claims by the customer are excluded insofar as he is responsible for the infringement of property rights, this is based on the customer's specifications or on an application that we could not foresee, or is caused by the customer changing the delivery or not products supplied by us are used.
3. The delivered goods are only intended for the domestic market, unless otherwise expressly agreed. Exports - even to a small extent - require our written consent. If this is not given, our liability is also excluded .
VIII. Data protection
IX. Anti-Corruption Clause
Each party undertakes that it, its organs, officers and employees will not offer, promise, give, grant, demand or accept any improper financial or other benefit of any kind within the framework of the business relationship and during its entire term (or give the impression that they will or could do so in the future) that are in any way related to the business relationship and that they have taken reasonable steps to deter suppliers, agents or other third parties from doing this to the extent they are subject to their control or influence.
X. Code of Conduct
When fulfilling orders, the current 'Melitta Code of Conduct for Suppliers' applies, which can be accessed on the Melitta Group's homepage: https://www.melitta-group.com/de/Nachhaltigkeit-197,261.html
XI. Final provisions
1. The place of performance for all mutual performance obligations is Berlin.
The exclusive place of jurisdiction for all disputes arising from the business relationship - in particular from liability for violations of competition law - is Minden.
2. German law applies to all disputes arising from a contractual relationship with a customer, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. Should individual provisions of these general terms and conditions of delivery and payment be or become ineffective, the effectiveness of the remaining provisions as well as the effectiveness of contracts concluded between us and the customer are not affected, unless adherence to the contract would take into account the mutual Interests represent an unreasonable hardship for a party. The parties must replace an ineffective provision with an effective provision that comes closest to the economic purpose of the ineffective provision. The same applies in the event of a loophole.