General Standard Terms and Conditions of the Mieruch & Hofmann GmbH, Hauptstraße 63, 09212 Limbach-Oberfrohna, Germany
Only the delivery and payment terms named below are applicable to our services. Other terms and conditions are only binding if explicitly confirmed by us in writing.
Our offers are subject to change and not binding. Initial quotes are free of charge. Our indicated prices are net prices. The legal value added tax valid at the time of delivery must be added to the net prices. The prices tendered are only valid for the volume specified. Smaller amounts may result in extra charges. Oral agreements are only valid with written confirmation. Any documents related to the offer remain in our property and may only be examined by third parties with written approval.
2. Delivery time
If a delivery time is agreed upon, then it is valid from the date of the order confirmation until the date the shipment leaves our site. Delivery dates must be explicitly confirmed by the contractor in writing. Fulfillment of the delivery time assumes the performance of any contractual and legal obligations by the customer. Should order changes affect the manufacturing time, another delivery date must be agreed upon. If time limits are not observed, an extension must be agreed upon. If the delay results from reasons beyond our control, such as disturbances at a subcontractor’s site or Force Majeure, then our delivery time will be correspondingly prolonged. Partial deliveries are possible.
The goods are shipped at the risk and expense of the customer. The customer assumes the packaging and shipment costs, as well as customs charges, unless agreed otherwise in writing. We reserve the right to define the shipment route and the means of transportation ourselves. Material provided by the customer must be delivered free to us. If the goods are ready for shipment and the delivery is delayed at the customer’s request, then the risk is fully transferred to the customer from the time of readiness for shipment.
We deliver according to a written contractual agreement. Specific features are only regarded as guaranteed if confirmed in writing. Copyright remains with us for our products, cost estimates, designs, drawings, and any other miscellaneous documents.
Our prices are quoted as net prices plus the corresponding legally applicable value added tax (if any), from the plant. For orders without a preliminary quote, the price is calculated according to the incurred costs. The customer’s requests for modification justify a change in price. The revised price will be offered in writing. We are entitled to invoice additional costs due to a lack of provision of materials, items, or information.
If not agreed otherwise in the contract, the invoice amount is due at the latest 30 days after the invoice date without discount. A discount can only be deducted if previously agreed upon in writing. The date of receipt of payment into the company bank account determines whether the deadline has been met. Partial deliveries may be invoiced. If the date of required payment is exceeded, the customer automatically is considered in arrears, even if notification of delinquency is not given in writing. If the date of required payment is exceeded, we are entitled to delay the delivery. Any discount previously agreed upon in writing cannot be honored if the customer has previous unpaid invoices that are delinquent. In case of payment after the deadline we may demand interest of 8% above the corresponding base rate according to §247 German Civil Code. We are not obliged to deliver any further goods/ services until all due invoices have been paid completely. We may demand advance payment when payment behavior is poor or past due invoices exist.
If, after having signed a contract, the financial position of the customer significantly deteriorates, or we are informed of circumstances that call into question the creditworthiness of the customer, then our required payment will become due immediately. Payment by bill of exchange is not permitted. If the customer delays payment, all debts become due at once. If a petition on opening bankruptcy proceedings is filed against the customer, then we are allowed to withdraw from the contract and may demand the immediate return of the delivery item or refuse delivery.
7. Reservation of ownership
Extended reservation of ownership is applicable, that is the goods delivered remain in our ownership – even in the presence of additional customers – until payment of any debts is complete. If the customer sells the goods delivered by us, then it hereby transfers to us the payments arising from the sales to its customers, until our claims are fully paid. The customer is obliged to inform its customers of the transfer of ownership at our request.
8. Letter of complaint/warranty
The customer is obliged to immediately check amounts upon receipt of the delivery item. The customer must immediately notify us of any detectable defects in writing, at the latest within two weeks of the receipt of the goods. The customer must assert claims for other defects immediately upon detection. Defects in one part of the delivery may not result in a complaint about the whole delivery.
It is our goal to deliver to our customers goods and services that are always professional, of the highest precision and quality. If this is not the case, then we provide a warranty within the context of the legal regulations. We guarantee rework or additional supply (at our discretion). We are entitled to perform repeated repairs. Before receiving other warrantied rights, the customer has to offer us the opportunity to rework or send a substitute delivery. Before a case can be deemed unacceptable, the customer has to offer a reasonable extension of time. If these warranty options fail, the customer has the right to withdraw from the contract or to reduce remuneration. Further claims will not be accepted. The warranty rights cannot be transferred. All warranty periods are limited to one year after the acceptance of the product unless another term is agreed upon in writing in the contract. The product is considered accepted at the latest one week after delivery. The supplementary performance period is at least four weeks from return delivery of the product to the supplier. Warranty is excluded in event of wear to parts that have already been used. If necessary, the customer must demonstrate that an operational error by the customer has not occurred. If the customer has delivered the material to the supplier’s plant, then the customer must verify at its own expense that there was no material defect. We are not liable if defects are remedied by the customer or third parties, or if modifications are made to the delivered goods. Furthermore, warranty is excluded if the customer or third parties make use of the supplied goods in an improper way, as well as in case of Force Majeure. If parts made available by the customer become unusable due to defective performance in the contracted manufacturing, then we are only liable to the extent of the services performed. Warrantied rework indicates that the same manufacturing is done again without payment. Liability is limited to the amount of the services invoiced.
We are liable for damages, for any legal reason, only in case of intent and gross negligence. Fault is attributed to the provider only if the provider was not been selected with the required diligence. Product liability for third parties is not provided. For consequential damages caused by defects, liability is excluded to the extent legally possible. Otherwise, liability is limited to the value of the compensation for the agreed upon work.
The customer agrees that personal data may be recorded and stored for the purpose of order processing. Any data are subject to data protection and are not transferred to third parties without the agreement of the customers except due to legal or official instruction.
The customer is obliged to keep all details resulting from information shared over the course of the business relationship confidential. Drawings, samples, or similar items may not be transferred to unauthorized third parties or made accessible otherwise. Duplication is only permitted within the context of the copyrights‘ regulations. Legal actions will be taken in the event of contraventions.
All contracts, modifications and additions must be executed in writing.
13. Place of jurisdiction, place of performance, applicable law
The place of jurisdiction for all disputes arising from the contractual relationship is the headquarters of the contractor, if the customer is also a full merchant in the sense of the German Commercial Code. The place of performance for all obligations is the plant site of the contractor. The laws of the Federal Republic of Germany apply exclusively.