Terms and conditions of purchase and delivery
1. General
1.1 The following conditions apply to all contracts between miromatic GmbH (hereafter the
customer) and the seller, as well as for all other deliveries and services. They are also
applicable for all future business relationships with the seller, even of they are not expressly
agreed upon each time. With the acceptance of the purchase agreement, the seller accepts
these conditions. Any deviating conditions on the part of the seller that we have not expressly
accepted in writing, are non-binding for us even if we do not expressly reject them.
1.2 Deviations from our conditions and side agreements require to be in written form in order
to be effective. This also applies to a change to the written form clause. Proposals from the
seller are binding as a matter of principle. The acceptance of proposals will only be binding
for us through written confirmation / declaration of acceptance.
1.3 The supplier reserves copyrights and proprietary exploitation rights for samples,
estimates of costs, drawings and other documents, in tangible or intangible form. It is not
permitted to make these accessible to third parties. The supplier undertakes to ensure that
information and documentation designated as confidential by the customer are only made
accessible to third parties with the customer's consent.
2. Ordering and order confirmation
2.1 We order solely on the basis of these terms and conditions of purchase and delivery.
Proposals to the customer must be in written form in the sense of §§126, 126a BGB [German
civil code]. This must be in German language as a matter of principle. We do not grant
remuneration or reimbursements for visits or the preparation of offers, projects, etc.
2.2 All prices are to be cited in the currency of the supplier's country (insofar as this is not
Euro, additionally also in EUR). Unless otherwise stipulated, prices cited are fixed prices. In
the event that the price quotation does not specify whether the prices take account of VAT,
these should be interpreted as gross prices.
2.3 Orders shall be in writing. Verbal or telephone agreements shall be non-binding. Orders
can only be accepted within 14 days of the order being received with a written order
confirmation.
2.4 All business conditions of the supplier, in particular in order confirmations, shall not be a
constituent part of the contract, even if their acceptance is not expressly rejected when the
contract is concluded. Exceptions apply only if the customer agrees in writing to the inclusion
of the contractual partner's business conditions.
2.5 Order confirmations, that deviate in terms or prices, delivery dates or completion dates,
shall be considered as a rejection of the order.
3. Prices
3.1 Unless otherwise agreed, all prices shall be carriage free. Transport, shipping, packaging
and insurance costs are included in the prices cited, unless otherwise agreed.
4. Invoicing and payment
4.1 Invoices must be submitted to the customer in a verifiable form with order number,
request number, customer and the account assignment indicated. All necessary invoicing
documentation shall be attached. Sales tax shall be shown separately.
4.2 In the case of invoices that cannot be adequately identified, in particular where the
characters and numbers of the order are incomplete or missing, the period for the due date
shall only start once the issue has been fully clarified by the supplier, insofar as they have
been informed by us immediately after receipt of the invoice that the invoice is inadequately
identifiable. If certificates, documents or similar, that are an express subject of the order do
not accompany the invoice or delivery, the period for the due date shall start with the
complete receipt of these documents. The invoice must be sent separately to the customer
with the dispatch of the shipment - even with partial deliveries.
4.3 The customer will make payments within 30 calendar days with 3% discount or within 60
calendar days without deductions, after the complete delivery and services and receipt of
invoice at the customer's premises. Deviations from this must be agreed with the customer in
writing. Payment will be implemented by sending a settlement cheque or by bank transfer /
post office giro account at the discretion of the customer. The postmark or the debiting date
for the bank transfer shall be the controlling factor for the payment date.
4.4 If the goods delivered are defective, the period for the payment due date shall only start
with the acceptance of defect-free goods. Payments by the customer do not constitute
acceptance of the contractual compliance of the delivered good or the correctness of the
amount presented in the invoice.
5. Delivery and delivery date
5.1 The delivery periods defined in the orders start with the date of the order. The delivery
dates shall be adhered to. Any delays in delivery are be reported to the customer
immediately along with the reasons and the expected duration of the delay.
5.2 In the event of a failure to comply with delivery dates, the customer is entitled to set a
reasonable extension for the delivery period without prejudice to their other legal rights. With
the expiry of this period, the customer shall have free choice to withdraw from the contract or
to claim damages for non-performance.
5.3 If the supplier is unable to deliver partly or completely in good time as a result of force
majeure, strike, lockout, shortage of labour or energy, official measures or similar, the
customer is entitled to withdraw from the contract after the expiry of a reasonable extension
period set by the customer if the delivery is not made within this extension period. In the
event of partial, temporary or ultimately impossible performance, there remains a right to
withdraw with regard to the complete contract if a partial delivery is of no interest to the
customer. If the delivery is of no interest to the customer as a result of a delay or if the
supplier declares that they are not able to deliver within a reasonable period after the delivery
was due, the customer is entitled to withdraw without requiring a period of notice for this.
5.4 If the supplier falls into arrears with the performance, the supplier is liable for payment of
a contractual penalty in the amount of 0.1% of the contractually agreed price for the
performance per calendar day of delay, but up to a maximum of 5% of the contractually
agreed price. The customer can enforce the payment of the contractual penalty up to the
point of final payment, regardless of whether they have reserved the right to enforce the
contractual penalty at the handover/acceptance of the delayed performance.
6. Documents
6.1 The customer reserves all proprietary rights and intellectual rights to all illustrations,
drawings, sketches, samples, authorisations and other documents as well as models and
samples. They are to be used exclusively for the fulfilment of the contract concluded and
may not be made available to third parties without the express agreement of the customer.
7. Defect liability
7.1 The customer is not obligated to examine the goods and open the packaging. Paying the
invoice does not indicate an acceptance that goods ordered are complete or free of defects.
Neither does it constitute a waiving of rights with regard to defect compensation liability or
delayed delivery. All quality defects, or discrepancies in qualities or sizes shall be considered
hidden defects and obligate the supplier to defect liability even if such defects are first
discovered by the end-customer of the customer. In the case of delivered goods being
defective and in the absence of complaint on the part of the customer, the supplier is then
entitled to appeal if the supplier had initially requested close to the time of the delivery that
the customer examine the delivered goods to ensure that they are not defective and to
document this with a report within a reasonable period.
8. Product liability, recall costs
8.1 If the customer is subjected to a claim due to the infringement of official safety
regulations or due to domestic of foreign product liability rules or product liability laws due to
a defect in their product and that defect can be traced back to the goods from the supplier,
then the customer is entitled to claim remuneration for these damages from the supplier
insofar as this has been caused by the products delivered by them. These damages also
encompass the costs of a precautionary recall action.
8.2 The supplier shall indemnify the customer from any third party claims for product liability
raised under the product liability law insofar as the defect giving rise to the claim has been
caused by supplier.
9. Transport risk
9.1 All shipments are carried out exclusively at the supplier's risk
9.2 The supplier bears the risk of accidental loss and accidental deterioration of the goods
until acceptance by the customer.
10. Delivery note
10.1 Every delivery shall be accompanied by a delivery note. This shall contain, in particular:
I.
A precise of the breakdown of the contents of the shipment as well as
II.
all of the order data of the customer
11. Goods acceptance
11.1 Goods acceptance is carried out Monday to Thursday 07:00 hrs - 12:00 hrs and 12:45
hrs - 16:00 hrs and Friday 07:00 hrs - 12:00 hrs
12. Jurisdiction
12.1 Exclusive jurisdiction for all disputes arising from these conditions as well as from any
goods orders placed under these conditions, is agreed as the court responsible for the
customer's principal place of business. However, the customer is nonetheless also entitled to
raise an action at the supplier's domicile.
13. Infringement of proprietary rights
13.1 The supplier shall indemnify the customer and the customers of the customer at all
times during and after the period of this contract, from all damages, costs and detriments
(including lost profit, loss of use, downtimes, penalties, legal costs, etc.) that arise for the
customer or the customers of the customer in conjunction with the use, sales, processing,
combination or resale of the parts to be delivered by the supplier arising from alleged patent,
registered design, copyright, trademark or similar protective right infringement and shall
immediately remunerate the customer or the customers of the customer for all costs arising
from such.
14. Subcontractors
14.1 Insofar as nothing to the contrary has been agreed in the context of a separate
agreement or is apparent to the customer from the content of the order with regard to the
supplier's output volume, the supplier is obligated to carry out all duties in regard to the order
in their own facilities. Any use of sub-contractors on the part of the supplier shall only take
place with the prior agreement of the customer, regardless of whether the customer could
recognise or foresee this at the time of the contract conclusion.
15. Data protection / data storage
15.1 miromatic GmbH is entitled to record and store the data of the respective contract
partner as well as the individual contract relationships whilst taking into account the
respectively applicable data protection regulations in business transactions within the scope
of the respective purpose.
16. Impermissible impairment of the competition
16.1 The supplier is obligated to use suitable organisational measures in their company to
ensure that their employees who work with the customer do not commit any offences against
the competition in the sense of the penal code (StGB) and in accordance with §§ 17, 18 of
the law on unfair competition (UWG).
17. Duty of confidentiality and advertising
17.1 The supplier is further obligated to maintain silence regarding the business connection
with the customer and to treat all obviously commercial or technical details that have become
known to them through the business relationship, as confidential and to ensure that they are
not accessible to third parties.
17.2 Insofar as in exceptional cases in the supplier's adverts reference is to be made to the
business relationship with the customer, this shall only take place after the prior written
consent from the customer. In such cases, this exceptional written agreement shall also be
restricted to the contract partner's exact advert cited in the request for permission.
17.3 In the event of a contravention of this, the customer reserves the right to claim for
damages. The supplier shall surrender all benefits arising from the infringement of this
obligation and shall also remunerate the customer for any damages arising from this.