GENERAL TERMS AND CONDITIONS
1. Scope of application
1.1 Our following General Terms and Conditions apply to all orders placed by resellers, but not by private consumers. The general terms and conditions for private consumers can be found here: https://www.muellermoebel.de/Kaufinformationen/AGB/
1.2 Our following General Terms and Conditions of Sale and Delivery apply exclusively, taking into account 1.1. We do not recognise any terms and conditions of the buyer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity. Our terms and conditions of sale shall also apply if we carry out the delivery to the buyer without reservation in the knowledge that the buyer's terms and conditions conflict with or deviate from our terms and conditions. Our Terms and Conditions of Sale shall also apply to all future transactions with the Buyer.
2. Offer and conclusion of contract
2.1 Orders shall only become binding for us upon written or express confirmation (also by delivery note or invoice). Otherwise, all agreements require our written confirmation. The same applies to supplements, amendments and ancillary agreements.
2.2 The information, drawings, illustrations and performance descriptions contained in catalogues, price lists or in documents belonging to the offer are approximate values customary in the industry, unless they are expressly designated as binding in the order confirmation.
3. Prices and terms of payment
3.1 The recommended retail prices stated in the sales price list include the statutory value added tax applicable in Germany. Unless otherwise agreed, prices are ex works including packaging. The net order value is subject to the VAT rate applicable on the day of delivery.
3.2 If the payment deadline is exceeded, we shall be entitled to charge interest on arrears at the usual bank lending rate, but at least 5% above the respective base rate of the European Central Bank, without issuing a reminder. However, the buyer is entitled to prove to us that we have suffered no or significantly less damage as a result of the delay in payment. In the event of delayed payment, we shall be entitled to suspend the fulfilment of our obligations until receipt of payment after written notification to the purchaser.
3.3 Bills of exchange and cheques shall only be accepted on account of payment. Discount, bill charges and collection costs shall be borne by the buyer. We do not grant any discount for payments by bill of exchange. Cheques and bills of exchange shall only be considered as payment after they have been honoured.
3.4 Should we generally reduce or increase prices in the period between conclusion of the contract and delivery, the new price valid on the day of despatch will be charged. If the price increases, the buyer is entitled to withdraw from the contract within 14 days of notification of the price increase.
3.5 The purchaser may only offset counterclaims that are legally established, undisputed or recognised by us.
3.6 If, after conclusion of the contract, there is a significant risk to our claim for payment due to a substantial deterioration in the financial circumstances of the buyer, we may demand advance payment or security within a reasonable period of time and refuse performance until our request has been fulfilled. We are also entitled to revoke any payment terms granted. If the buyer refuses or if the deadline expires without fulfilment, we are entitled to withdraw from the contract or to demand compensation for non-fulfilment.
4. Delivery
4.1 Delivery lists are non-binding unless expressly agreed otherwise. Partial deliveries to a reasonable extent are permissible. They shall be invoiced separately. If a fixed delivery date has been agreed, the buyer must grant us a reasonable grace period in the event of delay. If the delivery is not made by the end of the grace period, the buyer has the right to withdraw from the contract.
4.2 The delivery period shall commence with the dispatch of our order confirmation and shall be deemed to have been met if the goods have left the factory or warehouse by the end of the delivery period or if readiness for dispatch of the goods has been notified. It shall be extended appropriately if the requirements of section 4.5 are met.
4.3 In the case of call-off delivery contracts, unless otherwise agreed, binding quantities must be notified to us by call-off at least 3 months before the delivery date. In the event of late call-off or subsequent changes to the call-off in terms of time and quantity, the Buyer shall be obliged to reimburse us for any additional costs we incur as a result. Our calculation shall be decisive in this respect.
4.4 Force majeure, labour disputes, official interventions, operational disruptions, delays in the delivery of essential raw and auxiliary materials and other unforeseeable, extraordinary events which cannot be averted despite the application of reasonable care in the circumstances of the individual case - irrespective of whether they occur at our premises or those of our suppliers - shall release us from our performance obligations for the duration of the disruption and to the extent of its effect. If delivery or performance becomes impossible due to the aforementioned events, we shall be released from the obligation to deliver without the buyer being able to withdraw from the contract or demand compensation. If the aforementioned hindrances occur at the buyer's premises, the same legal consequences shall apply to the buyer's obligation to take delivery. The parties to the contract are obliged to inform the other party of such hindrances without delay as far as is reasonable.
4.5 If we can foresee that the goods cannot be delivered within the delivery period, we will inform the buyer immediately, inform him of the reasons for this and, if possible, state the expected delivery date.
4.6 If the buyer does not accept the goods, we are entitled to withdraw from the contract after setting a reasonable grace period or to demand compensation for non-fulfilment.
4.7 Unless otherwise agreed, dispatch shall be ex works or ex warehouse and at the expense and risk of the purchaser. The risk shall pass to the buyer upon handover to the shipping agent, even if we have assumed responsibility for delivery. In the event of delays in despatch for which the purchaser is responsible, the risk shall pass to the purchaser upon notification of readiness for despatch.
4.8 Goods notified as ready for dispatch must be accepted by the buyer without delay. Otherwise, we are entitled to dispatch them at our own discretion or to store them at the expense and risk of the buyer. We are also entitled to do the latter if the dispatch we have accepted cannot be carried out through no fault of our own. The goods shall be deemed to have been delivered one week after the start of storage.
4.9 In the absence of a special agreement, the choice of means of transport and the transport route shall be at our discretion. We are not liable for damage or loss during transport. 5 Warranty, liability
5.1 The buyer's warranty rights presuppose that he duly fulfils his obligations to inspect the goods and give notice of defects in accordance with §§ 377, 378 HGB (German Commercial Code).
5.2 If there is a defect in the purchased item for which we are responsible, we shall be entitled to choose between remedying the defect or making a replacement delivery. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of fulfilment. In the event of subsequent delivery, the defective item must be returned to us.
5.3 If the rectification of defects/replacement delivery has failed twice, the buyer may, at his discretion, withdraw from the contract or demand a reduction in the price. The rights according to § 323 para. 2 BGB remain unaffected.
5.4 Unless otherwise stated below, any further claims of the Buyer - irrespective of the legal grounds - are excluded. We are therefore not liable for damage that has not occurred to the delivery item itself; in particular, we are not liable for loss of profit or other financial loss of the seller.
5.5 The claims described for the case of recourse in § 478 para. 4 sentence 1 BGB, which concern claims other than those for damages, remain unaffected.
5.6 In the event of negligent or wilful breach of material contractual obligations or cardinal obligations, liability shall be limited to damages typical of the contract; otherwise liability for damages shall be excluded.
5.7 No liability is accepted for slightly negligent breaches of secondary obligations. In the event of slightly negligent breaches of secondary obligations, liability shall otherwise be limited to typical contractual damages.
5.8 Insofar as the cause of the damage is based on intent or gross negligence, we shall be liable in accordance with the statutory provisions. No limitation shall apply to guarantees either. Statutory liability shall apply in the event of injury to life, limb or health.
5.9 In any case, claims under the Product Liability Act remain unaffected. Insofar as product liability applies, liability shall be limited to the insurance compensation. If this does not materialise or does not materialise in full, we shall be liable up to the amount of the sum insured.
5.10 In any case of claims for damages, the limitation period is 12 months, calculated from the transfer of risk. This period is a limitation period and also applies to claims for compensation for consequential damages. In the case of intent, the statutory periods shall apply. For recourse claims, § 479 BGB applies.
6. Retention of title
6.1 We reserve title to the delivered goods until all claims arising from the business relationship with the buyer have been fulfilled. If the buyer is in default of payment, we are entitled to demand the return of the reserved goods at the buyer's expense, even without cancellation and without setting a grace period. After taking back the reserved goods, we are authorised to dispose of them. The realisation proceeds shall be offset against the purchaser's liabilities less reasonable realisation costs. *** Translated with www.DeepL.com/Translator (free version) ***
6.2 The purchaser is entitled to sell the reserved goods in the ordinary course of business as long as he fulfils his obligations arising from the business relationship with us in good time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure our rights when reselling the reserved goods on credit. The purchaser hereby assigns to us as security all claims and rights arising from the sale of the reserved goods. We hereby accept the assignment. The purchaser remains authorised to collect these claims even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the purchaser duly fulfils his payment obligations. If this is not the case, we can demand that the purchaser informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtor of the assignment.
6.3 Any processing or treatment of the reserved goods shall always be carried out by the partner on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed items at the time of processing.
6.4 We undertake to release the securities to which we are entitled at the buyer's request to the extent that the realisable value of the goods sold subject to retention of title exceeds the claims to be secured by more than 20%.
7. Property rights
7.1 We are not aware of any infringement of industrial property rights of third parties within the Federal Republic of Germany in connection with our delivery.
7.2 Should we subsequently become aware of such industrial property rights, we shall inform the purchaser of this immediately.
8. Prohibition of assignment
8.1 Without our prior consent, which may not be unreasonably withheld, the buyer is not authorised to have his claims against us collected by third parties or to assign them to third parties.
9. Place of fulfilment, place of jurisdiction
9.1 Unless otherwise stated in the order confirmation, the place of fulfilment is Bockhorn.
9.2 Varel (Oldenburg) is the place of jurisdiction for all legal disputes, including in the context of a bill of exchange and cheque process. However, we shall also be entitled to take legal action at the buyer's registered office.
Last update: 29.08.2023