General terms of business
MULTI-BOX GmbH dated 24.05.2018
01 General points
1. Only our business, delivery and payment conditions are considered, even in individual cases where reference to future deliveries can be made. The general terms of business only apply to businesses in the sence of § 14 BGB.
2. Regulations to the contrary of the purchaser are without obligation, even when the order can under lied and its contents have not been explicitly contradicted. You will only receive its validity through our explicitly written agreement.
3. At the latest point of time, after the purchaser has received the delivered goods, they have announced that they have accepted our delivery conditions. The ineffectualness of individual terms do not affect the validity of the other contract terms.
4. Technical changes of the products for the purpose of technical developments are reserved.
5. Any spoken additional agreements, assurances, changes of this contract and its conditions have to be confirmed in written from our side that it keeps its validity. At the same time, any requests for information, recommendations, spoken offers and agreements are not binding and need a written confirmation from us.
6. The given measurements and weights are used as reference values. Any deviations in the production are not constitute as defects.
02 Offers, prices and delivery
1. All offers are subject to change. Our prices apply as from our warehouse in Kirchlengern, as far as no other address has been agreed, plus the respective value added tax. If the articles are displayed in our catalogue, the price refers to the displayed article according to its description and not its contents, accessories or decoration if no mentioned otherwise.
2. Our actual price lists are valid, less the respective actual bulk rebates plus packing, freight, insurance and commission.
3. If a significant increase of certain cost factors such as wage costs, primary materials or shipping cost, we reserve the option to raise the agreed price appropriately against the decisive cost factor. If the price increase is more than 5% of the agreed price, the purchaser has the right to withdraw from the contract.
4. The products will be delivered in the specified version, package unit or the minimum order quantity. If the minimum order amount is part of a packing unit, only one or more of the packing units can be delivered and not parts of these. For non-listed items, the minimum amount is prescribed by our supplier packaging unit. Partial deliveries are allowed in reasonable quantities.
5. For orders in which the specified packing units are not met, we charge higher packaging and commission with 3% of the list price or a minimum of 15,00 EUR.
6. The delivery time for every individual purchase order is subject to agreement. The delivery time is complied with when sufficient time for the dispatch has been announced and when the timely sending of the goods impossible without our fault.
Orders, which are received before 12:00 O’clock, will be sent out on the same day if the product is on stock. Delivery is by courier and is calculated with a delivery charge of € 11.45 per package. Shipments by carrier within Germany are fixed charge of € 98.50 per Euro pallet.
7. The risk of transport (loss or damage) has to go to the purchasers account. The purchaser also carries the risk, which also includes agreements for shipping free transport from the dispatcher’s stores. If the shipping delivery is delayed through the fault of the purchaser, the risk goes onto the account of the purchaser as of the shipping day. We reserve the right to select the type of shipping.
8. The minimum order value is €100.00 net. We will charge an additional minimum fee of €15.00 to cover our proportional part of orders, which are below this value.
We will charge 15% of the product value as cancellation fee for orders, which have been cancelled with short notice. Products can only be exchanged or returned, when we have approved of this in advance. We will charge 15% of the product value for products, which have to be exchanged, or are sent back as a credit item.
9. A short and over delivery of 10% is allowable for products, which have especially been manufactured for our customers. A sale of return is excluded.
03 Delivery problems
1. Circumstances for which we are not responsible (industrial dispute, catastrophes, etc.) which could prevent or complicate the delivery, relieve us from the delivery responsibility during this period. This also applies when our sub deliverer is partially or completely released from the supply or transport possibilities or if they are not longer given. We are in such cases, even if we are already in default, authorized to deliver with appropriate delays including reasonable lead time.
2. If possible we will keep the confirmed delivery dates mentioned in quotations and order confirmations. In case of delayed delivery, we should be set a grace period. If we still cannot deliver the ordered product to the adequate additional appointment for whichever reason ever, the purchaser can withdraw his purchase contract in written form.
3. If the shipment of goods in stock provided is delayed at the purchaser's request, the storage costs will be charged monthly, starting one month after notice of readiness. We allow to charge resulting storage costs, but at least 0.5% of the invoice amount per month.
4. After setting an unsuccessful and moderate grace period, we are authorised to access the delivered objects and supply the customer with reasonable, extended shipping time. If the purchaser does not accept these goods, we are entitled to withdraw from the contract or complain compensation after a period of 14 days.
04 Warranty, defect liability
1. Defect claims of the purchaser require that they have completed their inspection and test duties according to § 377 HGB (German commercial code). The purchaser has to report the defects in written form within a period of 14 days after receiving the goods otherwise they are classified as approved.
2. If the delivered product is defect, we reserve the right to correct the fault or to replace it as defect free (subsequent fulfilment).
3. If we are not willing to correct the defect, replace the product or we are not able to correct it within a reasonable period of at leat two weeks, then the purchaser is entitled to withdraw from the contract or make an appropriate reduction in the purchase price. Compensation claims are reserved against number 5 of these conditions, where conditions are excluded.
4. As far as the purchaser has defect claims against us because of public comments through us, the manufacturer or his helpers, especially through advertisement or with identification using certain characteristics, can be made (§ 434 Abs. 1 S. 3 BGB), the purchaser has to carry the burden of proof that this statement was causal for his purchase decision.
5. We are not liable for comments and advertising of third parties.
6. Claims for defects are time barred for one year after delivery. For any liability claims, which are not excluded in number 5 of these conditions, the period for barring is the lawful time bar of two years.
7. If the purchaser demands an after fulfilment (repair of the defect or delivery of a defect free product), they have a period of two weeks, after the claim has been indicated, to do following things: He/she has to explain if he/she would like to have the fulfilment completed or if he/she would like to withdraw from the contract, or, as far as it is not excluded, compensation will be claimed or the purchase price will be reduced.
8. Specifications (mechanical, electrical, physical und chemical characteristics) of our products are made in written form on our order confirmation, catalogues or written confirmations. A telephone information is not binding. The buyer is obliged to inform us of a use or intended use of the product outside of the declared product properties. An irrelevant deviation of the delivered product in comparison to the agreed or usual condition is no reason to reject the product. The purchaser is obliged to accept at least 2% of the finished product parts of the respective contract as defective goods because of machine technical reasons. In this case, the purchaser cannot expect or make any deductions.
9. If the purchaser of the newly sold manufactured products has to return the products because they are defect, or because the purchaser had reduced the price (§ 478 BGB), then, in case the product is sold to the last buyer at the end of the supply chain (end consumer), the lawful rights of the purchaser, when defects without the determination (number 4 of this term) of the named restrictions of the defect rights with exception of the compensation rights. The purchaser does not have to set the necessary period for the defect product for the end customer. Any compensation liabilities have to accord to number 5 of these conditions.
10. For products that are purchased on behalf of customers from third party suppliers or from customer supplied products, MULTI-BOX assumes no liability.
1. Compensation claims because of neglect of duty from our side are independent from legal grounds, especially because of impossibility, delay, bad service, breach of secondary responsibilities, general responsibilities from contractual obligations illicit handlings are excluded.
These do not apply:
a) for damage which cause injuries to life, bodies or health,
b) for other damages when these
aa) are caused deliberately or grossly negligent of duty through us or one of our managerial members of staff
bb) a substantial contractual obligation (cardinal obligation – especially contractual principle liability) has been violated
cc) a miscellaneous duty, which has purposely or non-purposely been violated by an assistant of the company which is not mentioned in bb). In the cases bb) and cc), the typical amount of the liability which could or may happen is restricted.
2. As long as the responsibility is excluded or restricted, these apply to the individual responsibility of our employees, members of staff, salespersons and assistants of the company.
3. The preceding liability exclusion is not applicable for claims according to the product liability law.
4. As far as the purchaser demands a replacement of expenditures, which he has taken in reliance on benefit receipt (§ 284 BGB), these expenses are limited to the amount of such expenses that a reasonable third party would have made.
5. The purchaser can withdraw from the contract when a neglect of duty through defective service of our side is justifiable.
06 Reservation of title
1. We retain title to the goods delivered until full payment of the purchase price including all collateral claims are made. During running business contacts, the goods will stay in our ownership until they are fully paid and that all commitments against the purchaser, especially until they have been completely balanced, with a recognised current account of the purchaser.
2. The purchaser is obliged to take care of the goods as long as the properties have not been transferred to them. The purchaser has to inform us immediately and in written form, when the delivered goods are damaged, misplaced, distrainment or has been exposed to any other third party.
As far as the costs of the third party are not able to cover the court and out of court costs, the purchaser is liable for the developed costs.
3. The purchaser is allowed to resell and process the goods in a normal business volume. The requirements of the purchaser compared to his/her purchasers of reselling the goods, the purchaser is obliged to pay the agreed price (including VAT) to us. If the purchaser agrees a current account of the agreed price with the secondary purchaser, they have to balance the account to us. The assignment also includes any other legal reason (insurance, tort, compensation for loss of rights, etc) with respect to the conditional goods. This assignment shall apply regardless of whether the goods have been resold without or after processing. We accept the assignment.
4. The purchaser is authorised up until the collection of receivables. Our authority to collect the receivables ourselves stays untouched. However, we will not collect our receivables as long as the purchaser obliges his/her payments, is not in payment default and especially if an insolvency procedure has not been opened or a bankruptcy is not present.
5. The processing or transformation of the goods is always done for us. The processed goods serve as our security, but only to the value of the goods provided. Unless the conditional goods are processed with other objects, not belonging to us, we acquire title to the other processed items at the time of processing or combination.
6. We commit ourselves, to release the above mentioned securities, if the value exceeds the claims to be secured by 20%.
07 Documents, protection rights
1. Pattern books, drawings and illustrations stay our property and have to be sent back immediately if demanded. It is forbidden for you to show our documents to competitors.
2. With manufacturing goods according to drawings, samples or other details of the purchaser, the purchaser reliefs us from any claims or rights of third parties.
08 Terms of payment
1. Our payment terms are 10 days, 3% discount, 30 days net. The goods invoiced on the day of delivery, the purchaser, except for declaratory judgment or in writing granted counterclaims, is not entitled to withhold payment or to explain the offset.
2. In case the payment is not carried out at the agreed point of time, we are authorised to charge the usual bank interest rates as of the day in arrears. To cover the out of court collection costs, we will charge the purchaser 5,00 EUR and if this has to be repeated, the collection cost will be doubled. Discount charges, exchange charges and default interest are due immediately. Bills of exchange and checks are accepted for payment. Exchange are accepted subject to a discounting.
3. If it goes to our knowledge, that the creditworthiness of the purchaser is reduced and we are afraid, that the customer can not meet its payment obligations (eg check lock), we are entitled to refuse delivery or change to prepayment. We also reserve the right to refuse the delivery. If the delivery has already been carried out, the invoice sum or the rest of the payment has to be completed immediately.
09 Privacy Terms
1. As part of the contract implementation, we also process personal data of our customers and their employees (for example, contact data, other personal data for the execution of the contract). We comply with the statutory provisions of the EU General Data Protection Regulation (EU-DSGVO), the Federal Data Protection Act (BDSG), the Telemedia Act (TMG) and other data protection regulations. For more information please see our Privacy Terms.
10 Court of jurisdiction and choice of law
1. If the Purchaser is a merchant i.S.d. HGB, legal entity under public law or public law special fund, our company seat is place of performance and jurisdiction for all disputes arising from the contractual relationship, including on exchange and apparent liabilities arising, directly or indirectly disputes.
2. German rights apply to the contractual relationships.
3. Should any of these conditions be or become invalid, the validity of the contract and any other terms shall not be affected.