Deliveries, services and offers of maweco to entrepreneurs according to § 14 BGB (hereinafter also referred to as “customer” and “contractual partner”) are exclusively based on these terms and conditions, unless they are expressly amended by us in writing. These shall therefore also apply to future business relationships as a framework agreement, even if they are not expressly agreed again.
We hereby object to the customer’s general terms and conditions; they shall not be binding on us, even if we do not expressly object to them again upon or after conclusion of the contract.
The offers of maweco are subject to change. Declarations of acceptance and all orders require a written or telex order confirmation from maweco to be legally effective.
Drawings, illustrations, dimensions, weights and other types of performance are only binding if this is expressly agreed in writing. Sales employees of maweco are not authorized to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.
The price calculation of maweco is based on the respective valid price lists.
All price offers are quoted in euros and only become binding upon written confirmation. All printed or stored prices in price lists, storage media and the like are subject to change. The prices are € prices unless otherwise stated and do not include VAT. This will be invoiced separately at the applicable rate in accordance with the applicable tax regulations. The agreed prices shall only apply to the respective order concluded. Prices are ex works and warehouse, excluding packaging and other shipping and transportation costs. Packaging will be charged at cost price and will only be taken back if maweco is obliged to do so by mandatory legal regulations. Price changes are permissible if there are more than 4 months between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, maweco shall be entitled to increase the price appropriately in accordance with the cost increases. In particular, maweco is entitled to demand reasonable surcharges in the event of an increase in metal costs. If the total purchase price increases by more than 40% for the customer, the customer is entitled to withdraw from the contract.
The agreed prices are exclusive of packaging, transport and insurance costs, expenses, license fees and all public charges, excluding the applicable value added tax.
Delivery dates or deadlines that can be agreed as binding or non-binding must be in writing.
maweco is not responsible for delays in delivery and performance due to force majeure or due to events that make delivery significantly more difficult or impossible for maweco – this includes in particular strikes, lockouts, official orders, etc., even if they occur at maweco’s suppliers or their subcontractors – even in the case of bindingly agreed deadlines/deadlines. They entitle maweco to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
The following conditions apply to bindingly agreed delivery periods: The delivery period begins with the receipt of the order confirmation from maweco. If the delivery deadline cannot be met on time or otherwise in accordance with the contract due to force majeure, maweco shall be released from its obligation to meet this deadline; furthermore, claims for damages (default) by the contractual partner shall be excluded. The contractual partner of maweco can only claim compensation for damages incurred by the contractual partner of maweco due to delays for which maweco is responsible if it can prove that the legal representatives of maweco or executive employees have acted with intent, gross negligence or a breach of essential contractual obligations with regard to the delay and have set a reasonable grace period. Material contractual obligations are those whose fulfillment is essential for the proper fulfillment of the contract and on whose compliance the contractual partner regularly relies and may rely. In the case of simple negligence or other representatives, compensation for damages is limited to the value of the goods. Otherwise, claims for damages shall be limited to the foreseeable damage.
The contractual partner of maweco may only withdraw from the contract for reasons for which maweco is responsible after a reasonable grace period set by the contractual partner has expired.
maweco is entitled to make partial deliveries and render partial services at any time.
Compliance with any delivery deadline presupposes the fulfillment of the contractual obligations of the contractual partner of maweco.
If delivery becomes impossible for maweco by chance while maweco is in default, maweco shall not be liable if damage would have occurred even if performance or delivery had taken place on time.
The risk is transferred to the contractual partner of maweco at the latest as soon as the shipment has been handed over to the persons carrying out the transportation or has left the warehouse of maweco for the purpose of shipment. Packaging costs shall be borne by the customer.
In the case of export deliveries, all duties, fees, taxes, costs for technical inspection etc. incurred outside the Federal Republic of Germany shall be borne by the purchaser; likewise the costs for any necessary legalization of products of origin, consular invoices or similar. The maweco company is entitled to offset the payment against the purchaser’s older debts first, despite the purchaser’s stipulation to the contrary. For domestic deliveries, the value added tax will be invoiced additionally. The VAT rate valid at the time of invoicing shall apply.
Insofar as it is an intra-Community delivery in accordance with § 6a UStG, the contractual partner of maweco is obliged to issue a confirmation of arrival in accordance with § 17a UStDV. For this purpose, the buyer shall receive a form from us, which must be completed by the buyer and returned to us immediately.
In the event of late or deferred payment, annual interest of 8% above the prime rate is payable from the due date. § 247 BGB to be paid. This applies regardless of whether the contractual partner is in default or not.
The contractual partner may only offset against maweco’s claims if the contractual partner’s counterclaim is undisputed or has been legally established. The contractual partner may only assert a right of retention if the right of retention is based on claims arising from the contract.
Unless otherwise agreed, the customer is obliged to pay for the goods no later than 10 days after invoicing. Payment is due net cash. After 10 days, the customer shall be in default of payment without any further reminder. The company maweco expressly reserves the right to prove and claim higher damages caused by delay. In the event of non-compliance with the terms of payment, maweco may declare all claims due and payable regardless of agreed payment dates. If, after acceptance of the order, justified doubts arise as to the solvency or creditworthiness of the purchaser, maweco shall be entitled, at its discretion, to demand either cash payment or the provision of security before delivery or to withdraw from the contract. This entitlement shall apply in particular if insolvency proceedings have been applied for or opened against the customer’s assets, if the customer seeks an out-of-court settlement, if it suspends payment or if it transpires that the information available about it jeopardizes its business situation.
The agreed quality of the delivered item results from the maweco product description. The information provided by maweco in catalogs, brochures and price lists regarding the goods and services to be supplied are merely descriptions, markings or approximate values, unless otherwise stated in the order confirmation. Minor, insignificant deviations from the catalog specifications or previously delivered goods are not considered defects. The delivery of a defect-free item (replacement delivery) shall generally be made concurrently with the handover of the defective item. The company maweco is entitled to refuse the replacement delivery if the customer has already used the defective item sustainably or for a longer period of time. The statute of limitations of a claim against maweco is not suspended by negotiations between the purchaser and representatives of maweco. In any case, negotiations on claims directed against maweco shall be deemed to have been refused with immediate effect if the negotiations are broken off or not continued. This clause does not involve a reversal of the burden of proof.
In the case of delivery of installation plans, implementation drawings and installation plans, maweco only assumes a guarantee for the correctness of the dimensions of its own part of the delivery. Information provided by maweco on the properties of its products corresponds to the results of measurements and calculations carried out by maweco.
maweco shall not be liable if defects are attributable to measures or designs expressly requested by the customer or occur in materials or products supplied by the customer.
maweco shall in no case be liable for wearing parts and normal wear and tear, nor for defects caused by improper or negligent storage, handling and further use, assembly or commissioning of the delivery items by the purchaser or third parties; use of unsuitable materials, unsuitable installation conditions, unusual effects of any kind on the delivery item, e.g. through vibrations, introduction of foreign bodies, chemical, electronic, electro-chemical influences and other circumstances occurring after the transfer of risk, unless they are caused by maweco.e.g. vibrations, introduction of foreign bodies, chemical, electronic, electro-chemical influences and other circumstances occurring after the transfer of risk, unless they are caused by maweco.
If the goods have already been delivered to an end user, the purchaser is generally only entitled to assert those claims for defects against maweco that his customer has asserted against him. This does not apply if the goods were taken back on the basis of goodwill arrangements agreed with maweco.
For the reimbursement of expenses in accordance with. § Section 439 para. 2 BGB, maweco shall only be obliged if maweco has informed its customer immediately and in writing of a request for subsequent performance, has communicated the intended type of subsequent performance and the approximate costs involved and maweco has not immediately objected. The purchaser is obliged to follow maweco’s suggestions concerning a more favorable variant of subsequent performance.
The delivered goods must be checked for defects by the customer immediately after receipt of the goods at the destination. Defects must be reported to maweco in writing immediately after discovery. The obligation to give notice of defects shall also be incumbent on the customer in the event of incorrect delivery. If the customer fails to comply with his obligation to give notice of defects as described above in good time, he shall lose all warranty claims. The loss of warranty claims also occurs if maweco is not given the opportunity to inspect the reported material defect. The same applies if the customer makes changes to the rejected goods without our consent.
The assertion of warranty claims is excluded one year after delivery or acceptance. This shall not apply in the event of injury to life, limb or health for which the seller is responsible, in the event of a breach of duty committed by the seller intentionally or through gross negligence, in the event of the assumption of a guarantee or procurement risk and in the event of fraudulent concealment of a defect and in the event of § 479 para. 1 BGB. In these cases, the statutory limitation periods shall apply.
Claims for damages by the customer due to a defect are regulated exclusively under Section 9 of these GTC.
The maweco company can withdraw from the contract in whole or in part if unforeseen events change the economic significance of the contract or the relationship between performance/ consideration so considerably or also impair the operation of the maweco company so considerably that the fulfillment of the contract becomes unreasonable for the maweco company.
maweco may refuse further performance of the contract and demand reimbursement of costs if it is foreseeable that the customer will not fulfill his contractual obligations, in particular to make the agreed payment, due to a deterioration in his financial circumstances or due to the influence of higher authorities, in particular those affecting the transfer of payments, or will not fulfill them on time, or the services will not benefit the supplier at his place of business.
The assertion of the retention of title as well as the seizure of the delivery items by maweco shall not be deemed a withdrawal from the contract, unless the provisions of consumer protection apply or this is expressly declared in writing by maweco.
If the contractual partner of maweco breaches a secondary obligation (duty to protect) incumbent upon him, maweco may withdraw from the contract if adherence to the contract is no longer reasonable.
In the event of withdrawal by maweco, the assertion of further damages is not excluded.
The Seller shall retain title to the goods until all claims against the Buyer arising from the business relationship, including future claims arising from contracts concluded at the same time or at a later date, have been settled. This also applies if individual or all claims of maweco have been included in a current invoice and the balance has been drawn and recognized.
Extended retention of title for resale with advance assignment clause.
The purchaser is only entitled to resell the reserved goods in the ordinary course of business if he hereby assigns to maweco all claims arising from the resale against customers or third parties. If goods subject to retention of title are sold unprocessed or after processing or combination with items that are the exclusive property of the purchaser, the purchaser hereby assigns the claims arising from the resale in full to maweco. If goods subject to retention of title are sold by the purchaser – after processing/combination – together with goods not belonging to maweco, the purchaser hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. The company maweco accepts the assignment. The customer is authorized to collect these claims even after assignment. The authorization of maweco to collect the claim itself remains unaffected by this; however, maweco undertakes not to collect the claim as long as the customer duly fulfills his payment and other obligations. The company maweco can demand that the purchaser informs it of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtor of the assignment.
Any processing of the reserved goods shall be carried out by the purchaser on behalf of maweco if no obligations arise for the latter as a result. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to maweco, maweco is entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing and blending. If the purchaser acquires sole ownership of the new item, the contracting parties agree that the purchaser shall grant maweco co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended reserved goods and shall store these for maweco free of charge.
If the value of the existing securities exceeds the claims to be secured by more than 20%, maweco is obliged to release them at the request of the purchaser.
maweco is entitled to demand the return of the items belonging to it at any time, in particular to assert rights to segregation and assignment of the claim to the consideration in insolvency proceedings, if the fulfillment of its claims by the purchaser is jeopardized, in particular if insolvency proceedings are opened against the purchaser’s assets or if the purchaser’s financial circumstances deteriorate significantly. The assertion of the retention of title as well as seizure of the delivery items by maweco shall not be deemed a withdrawal from the contract.
In the event of seizure or confiscation of the reserved goods or other dispositions or interventions by third parties in the rights of maweco, the purchaser must inform maweco immediately and, in consultation with maweco, do everything necessary to avert the risk. Insofar as it is indicated for the protection of the reserved goods, the purchaser must assign claims to maweco at the latter’s request. The purchaser is obliged to compensate maweco for all damages and costs, including court and legal costs, incurred by maweco as a result of intervention measures against access by third parties.
maweco shall be liable in cases of intent or gross negligence on the part of maweco or a representative or vicarious agent in accordance with the statutory provisions. Otherwise, maweco shall only be liable under the Product Liability Act, for injury to life, limb or health or for culpable breach of material contractual obligations. Essential contractual obligations are those whose fulfillment is essential for the proper fulfillment of the contract and on whose compliance the contractual partner of maweco regularly relies and may rely. The claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract.
Unless otherwise stated above, claims for damages by the contractual partner of maweco are excluded, irrespective of the legal grounds.
The provision of the above paragraph also extends to compensation for damages in addition to performance and compensation for damages in lieu of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or tort. It also applies to the claim for reimbursement of futile expenses.
Tools and devices manufactured by maweco itself or by a third party on its behalf are generally the property of maweco in view of the design service, but are used exclusively for orders of the contractual partner. Any other use requires an express agreement between maweco and the contractual partners. The costs of production shall be borne by the contractual partner. Tool cost shares are always invoiced separately from the value of the goods. The maweco company stores and maintains the tools and devices for repeat orders. It only bears the maintenance costs arising from normal tool wear and tear. It is not liable for damage or loss that occurs despite proper handling. maweco’s obligation to store the goods expires if no further orders are received from the contractual partner within 3 years of the last delivery. If notification is given before the expiry of this period that further orders will be placed within one year, maweco undertakes to retain the goods for this period. Otherwise, maweco is free to dispose of the tools or equipment as it sees fit.
By paying a share of the costs for tools, the purchaser acquires no right to the tools, which remain the property of maweco. All exemptions from liability also apply expressly in favor of maweco employees.
The purchaser is obliged to adequately insure the goods delivered by maweco against loss, fire and damage. This insurance obligation expires when the goods are no longer subject to the retention of title of maweco in the broadest sense. The purchaser hereby assigns all claims arising from the respective insurance contracts to maweco. The maweco company accepts this assignment. The purchaser is also obliged to adequately insure packaging material, racks, tools, etc. provided by maweco against loss and damage. In this respect, too, the purchaser hereby assigns the claims arising from the insurance benefit to maweco, which accepts the assignment. The purchaser must immediately inform the insurer and maweco of the occurrence of a claim in the event that the insurance is taken out. Upon request, the purchaser shall provide evidence of the conclusion of the insurance policies.
Insofar as maweco does not carry out the transportation itself at the instigation of the customer and at the customer’s expense. costs and insurance, the customer is solely responsible for the proper loading and securing of the goods. The customer bears the liability risk for the safety of the load, loss of the goods, etc. from the time the goods are handed over. The customer is responsible for ensuring that no third-party rights are infringed or laws violated in connection with loading and transportation.
If a claim is made against maweco for this reason, the customer is obliged to indemnify maweco against these claims upon first written request. The customer’s obligation to indemnify relates to all expenses necessarily incurred by maweco from and in connection with the claim.
The General Terms and Conditions shall remain binding even if individual provisions are legally invalid. The invalid provision shall be replaced by a provision that comes closest to its legal and economic content. If the purchaser is a registered trader, the place of jurisdiction is the court with general jurisdiction for the registered office of maweco. The latter shall also be entitled to bring an action before the court with general jurisdiction for the customer’s registered office. The law of the Federal Republic of Germany shall apply exclusively as it applies between German nationals, excluding the conflict of laws provisions.
Status: July 2015
maweco GmbH & Co KG
Breite Wiese 42
57392 Schmallenberg
Tel: +49 2972 9708-0
Fax: +49 2972 9708-57
Mail: info@maweco.de
