General terms and conditions (GTC)

1. Scope of the GTC

   The following business and delivery terms apply to all transactions of the seller. Deviating provisions, particularly purchase terms of the buyer, shall only become part of the contract if expressly agreed upon in writing.

2. Orders

   Our offers are non-binding. Orders and verbal agreements are binding for us only if and to the extent that we confirm them in writing.

3. Prices, invoicing, and payment

   The prices valid on the shipping date shall apply, which are ex-works, excluding freight, postage, transport insurance, packaging, and VAT. Our invoices are payable net within 30 days from the invoice date.

4. Delivery and acceptance

   Agreed delivery dates refer to the shipping date of the goods. In the event of a culpable delay in delivery, the buyer may withdraw from the contract after setting a reasonable written grace period, excluding any further claims.

   Our delivery obligation is suspended as long as the buyer is in default with a due payment. Unforeseen delivery delays, supplier failures, transport disruptions, governmental regulations, and force majeure shall release the affected party from their delivery or acceptance obligation for the duration and extent of the disruption. If such delays exceed two months, either party may withdraw from the contract regarding the affected delivery quantity, excluding any further claims.

5. Packaging and shipping

   All shipments travel at the buyer’s risk. The shipping method and route are chosen by us. We will endeavor to accommodate buyer requests, but any additional costs incurred shall be borne by the buyer.

6. Warranty and complaints

   The buyer must examine whether the delivered goods conform to the agreed quality and are suitable for the intended purpose. If this inspection is omitted, inadequately performed, or visible defects are not reported immediately, and at the latest within 14 days after receipt of the goods, the goods are deemed accepted with respect to these defects.

   Hidden defects must be reported immediately upon discovery, but no later than 6 months after delivery at the shipping location. Complaints must be submitted in writing, including order details, customer number, invoice number, and shipping number. Goods may only be returned with our explicit consent.

   Valid and justified complaints will be addressed at our discretion by price reduction, rectification, exchange, or return of the goods with a refund of the purchase price. If we fail to fulfill these obligations, the buyer may choose between the available legal remedies. Any further claims, particularly for damages not directly related to the goods themselves, are excluded to the extent legally permissible.

   We reserve the right to over- or under-deliver by up to ± 10%. Deviations from the agreed specifications are allowed if they do not affect the intended use of the buyer.

7. Information and advice

   Information about processing and application possibilities of our products, technical advice, and other details are provided to the best of our knowledge but are non-binding and exclude any liability.

8. Liability and withdrawal

   The buyer may only claim damages or withdraw from the contract in cases and to the extent explicitly stated in these terms. Any further liability on our part—regardless of the legal reason, including breach of secondary contractual obligations and tort liability—is excluded, unless we are liable for intent or gross negligence under mandatory legal provisions.

9. Retention of title

   All deliveries are subject to retention of title. The delivered goods remain the property of the seller until the full payment of the purchase price and all other claims from ongoing business relations with the buyer (in the case of checks or bills of exchange, until they are cleared).

   If the buyer processes the goods, this is done on behalf of the seller, who is thus considered the manufacturer within the meaning of § 950 BGB (German Civil Code) and acquires ownership of the intermediate or final product. If the goods are processed with other materials, the seller acquires co-ownership of the new item, proportional to the value of the delivered goods compared to the foreign materials at the time of processing. The same applies in cases of combination or mixing under §§ 947, 948 BGB.

   If the buyer installs the reserved goods as an essential component into the property of a third party, the buyer assigns any resulting claims for compensation to the seller.

   The buyer is entitled to resell the goods or processed products in the ordinary course of business. In doing so, the buyer assigns all claims arising from the resale to the seller for security purposes. The buyer is authorized and obligated to collect these claims unless the seller revokes this authorization.

   The collection authorization expires automatically if the buyer ceases payments. The seller will not exercise its collection rights as long as the buyer meets its payment obligations. The value of the reserved goods refers to the price calculated by the seller (invoice price).

10. Incoterms for international transactions

    In addition to these conditions, the “Incoterms” issued by the International Chamber of Commerce (ICC), Paris, in their latest applicable version at the time of contract execution, shall apply.

11. Applicable law and jurisdiction

    All sales contracts are subject to the laws applicable at the seller’s registered office. The place of jurisdiction is the seller’s registered office.

    If any clause of these terms and conditions is or becomes invalid, the remaining provisions shall remain unaffected. In such cases, a legally valid provision that most closely aligns with the economic intent of the contract shall replace the invalid clause.

Müller & Rössner GmbH & Co. KG – August 2014