General Terms and Conditions

General Sales and Delivery Conditions of Mediativ AG

1.0 General - Scope of Application

1.1 Our sales and delivery conditions apply exclusively. These also apply to all future business relationships, even if they are not expressly agreed upon again. We do not recognize conditions of the buyer that conflict with or deviate from our sales and delivery conditions, unless we have expressly agreed in writing to their validity. Our sales and delivery conditions also apply if we carry out delivery to the buyer without reservation while being aware of conditions that conflict with or deviate from our sales and delivery conditions.

1.2 Ancillary agreements, assurances or amendments to these sales and delivery conditions are only binding upon our express written acknowledgment.

1.3 A contract is only concluded upon our written order confirmation or immediate delivery by us.

1.4 The specifications set out in the service description (order confirmation) define the characteristics of the delivery item comprehensively and conclusively.

1.5 Our statements in connection with this contract (e.g., service description, order confirmation, reference to DIN standards, etc.) do not, in case of doubt, constitute acceptance of a guarantee. In case of doubt, only express written statements on our part regarding the acceptance of a guarantee are authoritative.

1.6 Order changes are only possible in exceptional cases and only if production has not yet commenced. Any costs for order changes requested by the buyer shall be borne by the buyer.

2.0 Quotation - Quotation Documents

2.1 All quotations are non-binding unless otherwise specified.

2.2 Drawings, illustrations, dimensions and weights, and other performance data are only binding if this has been expressly agreed in writing.

2.3 We reserve property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to written documents designated as "confidential". The buyer requires our express written consent before passing them on to third parties.

3.0 Prices - Payment Terms

3.1 Unless otherwise stated in the order confirmation or in the absence of any other agreement, our prices are "ex works", including packaging.

3.2 The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the date of invoicing.

3.3 Unless otherwise stated in the order confirmation or in the absence of any other separate agreement, the purchase price is due for payment net (without deduction) 14 days from the invoice date. If the buyer is in default of payment, we are entitled to charge default interest at a rate of 8 percentage points above the respective base interest rate per annum. If we are able to prove higher default damages, we are entitled to claim these as well.

3.4 The buyer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, they are entitled to exercise a right of retention insofar as a counterclaim is based on the same legal relationship.

4.0 Delivery Time

4.1 The commencement of the delivery time specified by us requires the clarification of all technical questions.

4.2 We are only responsible for the timely procurement of the delivery item insofar as we receive the delivery item or the supplies required for it in a timely manner. However, we will inform the buyer immediately of the non-availability or untimely availability of the delivery item or supplies. The burden of proof that a breach of duty in connection with the procurement of the delivery item is attributable to us lies with the buyer.

4.3 Compliance with our delivery obligation requires the timely and proper fulfillment of the buyer's obligations. The defense of non-performance of the contract remains reserved.

4.4 If the buyer is in default of acceptance or violates other duties of cooperation, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved.

4.5 If the buyer fails to comply with a written request for acceptance within a reasonable time in the event of default of acceptance, we are entitled to refuse performance of the contract and demand compensation for non-performance. In this case, we are entitled to demand, at our option, either a flat rate of 20% of the agreed gross purchase price as compensation, unless the buyer proves a lower amount of damage, or to demand compensation for the actual damage incurred from the buyer.

4.6 If the conditions of Section 4.4 are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the time when they fall into default of acceptance or debtor's delay.

4.7 Partial deliveries are permitted.

4.8 In cases of force majeure, strikes, lockouts or similar unforeseen events that impede the execution of an order, we are not bound by the agreed delivery time for the duration of the impediment.

5.0 Shipping Conditions - Transfer of Risk

5.1 Unless shipment is carried out by us, all shipments are at the risk of the buyer, who is also responsible for insuring the goods. The transfer of risk occurs at the time of handover of the goods by us to the shipping agent or the buyer.

5.2 Visible transport damage must be reported in writing to the delivering shipping agent immediately upon receipt of the goods; hidden transport damage must be reported no later than seven days after discovery.

5.3 In the case of shipment by us, we reserve the right to choose the shipping route and shipping method.

6.0 Warranty and Liability for Other Defects

6.1 Guarantees are only assumed by us within the framework of individual contractual agreements.

6.2 The obligation to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) also applies if the customer is a buyer within the meaning of Section 14 of the German Civil Code (BGB) and the order is placed in the course of a commercial or independent professional activity.

6.3 The statutory warranty period for new goods is limited to one year - with the exception of claims for damages pursuant to Section 7 of these Terms and Conditions.

6.4 For used goods, the warranty is excluded entirely - with the exception of claims for damages pursuant to Section 7 of these Terms and Conditions. Furthermore, complaints cannot be recognized if they relate to seconds or special items and the usability of the goods is not significantly impaired. Defects taken into account at the time of purchase cannot be claimed as complaints. Complaints due to impairments that are unavoidable according to the state of the art, such as the unavoidable color deviations or irregularities in structure with real wood veneer or leather, do not constitute defects, as the cause is neither material-related nor production-related. The same applies to minor deviations in quality, weight, size, thickness, width, finish, pattern and color, insofar as these are permissible under applicable standards.

6.5 Insofar as a defect in the purchased item attributable to us exists, we have the choice - deviating from Section 439 (1) of the German Civil Code (BGB) - between subsequent improvement or replacement delivery. The buyer bears the expenses required for the purpose of subsequent performance insofar as they increase because the delivery item is taken to a location other than the buyer's place of business, unless the relocation corresponds to its intended use.

6.6 If subsequent improvement or replacement delivery fails twice, the buyer is entitled, at their option, to withdraw from the contract or to demand a corresponding reduction of the purchase price (reduction). Further claims by the buyer are excluded. This applies in particular to claims for damages by the buyer.

6.7 Within the statutory warranty period, the supplier provides all spare parts and the deployment of mobile customer service free of charge. If the warranty period exceeds the statutory warranty period of two years, the supplier charges only the applicable travel cost flat rate for a further twelve months. After that, in addition to the travel cost flat rate, the labor costs incurred by the warranty work are also charged. Insofar as the buyer asserts rights from the recourse provisions of Sections 478, 479 of the German Civil Code (BGB), we exclude liability for damages - to the extent permitted by law.

7.0 Liability

7.1 We are fully liable in accordance with statutory provisions for damages to life, body and health based on a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damages covered by liability under the Product Liability Act. For damages not covered by sentence 1 and based on intentional or grossly negligent breaches of contract as well as fraudulent intent by us, our legal representatives or our vicarious agents, we are liable in accordance with statutory provisions. In this case, however, liability for damages is limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted intentionally. To the extent that we have given a quality guarantee with respect to the goods or parts thereof, we are also liable within the scope of this guarantee. However, for damages based on the absence of the guaranteed quality but not occurring directly to the goods, we are only liable if the risk of such damage is obviously covered by the quality guarantee.

7.2 We are also liable for damages caused by simple negligence, insofar as the negligence concerns the breach of contractual obligations whose compliance is of particular importance for achieving the purpose of the contract. However, we are only liable insofar as the damages are typically associated with the contract and foreseeable.

7.3 Any further liability is excluded regardless of the legal nature of the claim asserted; this applies in particular to tort claims or claims for reimbursement of futile expenses instead of performance.

7.4 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

8.0 Withdrawal

8.1 We are entitled to withdraw from the contract at any time and without notice if the buyer's financial circumstances have deteriorated significantly and, as a result, the fulfillment of the buyer's obligation is at risk. These conditions are considered fulfilled, for example, if the buyer ceases payments, enforcement measures are taken due to payment claims, bills of exchange and check protests occur, or insolvency proceedings are applied for or opened against the buyer's assets. The rights also exist if these conditions already existed at the time of conclusion of the contract but were not known to us.

9.0 Retention of Title

9.1 We retain ownership of the purchased item until receipt of all payments from the business relationship (in the case of payment by check or bill of exchange, until redemption).

9.2 The buyer is obliged to treat the purchased item with care. In particular, they are obliged to insure it adequately at their own expense against fire, water and theft damage at replacement value.

9.3 In the event of seizures and other interventions, the buyer must notify us immediately in writing so that we can file a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is able to reimburse the court and out-of-court costs of a lawsuit pursuant to Section 771 ZPO, the buyer is liable for the shortfall incurred by us.

9.4 The buyer is entitled to resell the purchased item in the ordinary course of business; however, they hereby assign to us all claims in the amount of the final invoice amount (including VAT) of our claim that accrue to them from a resale against their customers or third parties, regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the buyer meets their payment obligations from the proceeds collected, does not fall into default of payment, and in particular no application for the opening of insolvency proceedings has been filed or payment has been suspended. If this is the case, however, we may demand that the buyer disclose the assigned claims to the debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment.

9.5 The processing or transformation of the purchased item by the buyer is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item created by processing as to the purchased item delivered subject to retention of title.

9.6 The buyer also assigns to us, as security for our claims against them, the claims that accrue against a third party through the connection of the purchased item with a property.

10.0 Applicable Law

10.1 Contractual relationships to which these sales and delivery conditions apply are subject to the law of the Federal Republic of Germany - the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 are excluded.

11.0 Place of Jurisdiction - Place of Performance

11.1 For all disputes arising from the contractual relationship, if the buyer is a merchant, a legal entity under public law or a special fund under public law, the local court at the supplier's registered office or the chamber for commercial matters of the regional court responsible for our place of business shall have jurisdiction, depending on the amount in dispute. However, we are also entitled to sue the buyer at their place of residence or place of business.

11.2 Unless otherwise stated in the order confirmation, our place of business is the place of performance.

12.0 Scope of Application

12.1 The above sales and delivery conditions apply from January 1, 2018.