§ 1 General scope of application

  1. All goods delivered and services provided by MBM innovations GmbH (hereafter referred to as MBM) are subject solely to the following Standard Terms and Conditions (hereafter STC).
  2. The Customer’s complimentary or contrary terms and conditions or such that differ from these STC will under no circumstances form part of the contract, even when not expressly rejected, unless MBM expressly consents to their application.The STC will also apply should MBM, although aware of the Customer’s contrary, complementary or differing terms and conditions, deliver the goods or provide the service to the Customer without reservation.
  3. All agreements between MBM and the Customer made in order to implement the contract must be recorded in writing. Should agreements between the parties include provisions differing from the STC, individually agreed contractual clauses will have precedence over these STC.
  4. The STC only apply to entrepreneurs within the meaning of § 14 paragraph 1 of the German Civil Code (“BGB”), public law legal entities and public law special funds. An entrepreneur is an individual or a legal entity or a partnership capable of carrying out legal transactions, exercising its commercial or independent professional activity in concluding a legal transaction.
  5. The STC also apply to all future transactions with the Customer provided legal transactions are involved that are covered by the general scope of application of the STC referred to in section 1.

§ 2 Conclusion of a contract

  1. The contract will come into effect when MBM confirms the order by the dispatch of an order confirmation and this has been received by the Customer. MBM is entitled to accept the order by sending an order confirmation within 14 days of having received the order.
  2. Should MBM’s order confirmation contain typographical or printing errors or should the pricing be based on technically induced transmission errors, MBM is entitled to annul the order. Any payments already received will be reimbursed to the Customer.
  3. Quotations, even when issued in the name of MBM, are subject to change and non-binding.
  4. Should MBM be bound by a quotation for a certain period of time and acceptance within a certain deadline, the quotation will apply as long as MBM has not issued an order confirmation during the period of commitment.
  5. Agreements on amendments and additions as well as supplementary undertakings must be confirmed by MBM in writing.
  6. Any information on quality beyond the contents of the order confirmation must be confirmed by MBM in writing. Public declarations, promotional statements or advertising on the other hand do not constitute information on quality forming part of the contract.

§ 3 Documents provided

  1. Documents forming part of the quotation such as leaflets, diagrams, drawings, information on weights and dimensions are only intended as approximations unless expressly referred to as binding.
  2. MBM retains all rights of ownership and copyright to diagrams, drawings, calculations and other documents.
  3. Each party is required to return immediately to the other party documents provided should a contract not be concluded between the parties or at the end of their business relationship.

§ 4 Delivery

  1. Goods will be delivered and services provided in accordance with the terms stated in the order confirmation.
  2. Information on delivery times is not binding unless expressly confirmed by MBM in writing in the order confirmation.
  3. As soon as MBM becomes aware of foreseeable delays in agreed dates, it is required to notify the Customer immediately and automatically. The Customer is also required to notify MBM in good time of delays in its area of operations that might impinge compliance with agreed deadlines so that MBM may take appropriate and necessary measures and precautions.
  4. Should delivery periods have been agreed instead of delivery dates, this will begin with the dispatch of the order confirmation. Should a prepayment or provision of security have been agreed between MBM and the Customer, the delivery period will not begin until the prepayment is made or security is provided.
  5. Should account be taken of subsequent changes requested by the Customer, the delivery period will be extended at least by the time that elapses between the order confirmation and the written confirmation of the amendment to the contract unless consideration of the change requested does not cause any delay.
  6. The above provisions concerning delivery periods also apply to delivery dates.
  7. Force majeure, strikes, lockouts as well as other impediments to MBM’s performance for which it is not responsible will lengthen agreed delivery dates and deadlines at most by the duration of the hindrance provided that such hindrances can be proved to have a considerable impact on completion or delivery. The same will apply should the impediments to performance referred to above by incurred by MBM’s suppliers. The circumstances referred to above will also not be the fault of MBM should they arise during a delay that has already occurred. MBM will notify the Customer immediately as soon as such impediments occur and as soon as they end.
  8. Should the delivery be delayed at the Customer’s request, the costs incurred as a result of storage will be invoiced with effect from a month after MBM has given notice that the goods are ready to be delivered; should the goods be stored in its factory, MBM may charge storage costs in accordance with usual local rates. MBM is however entitled, having set a deadline and this deadline having expired, to dispose of the goods elsewhere and to deliver equivalent goods to the Customer with a new delivery period.
  9. MBM may withhold the delivery and the service should the Customer have failed to make payments already due prior to the delivery or, in the case of an ongoing business relationship, should the Customer be in arrears with payments of other deliveries.

§ 5 Dispatch and transfer of risk

Risk will pass to the Customer as soon as deliveries are ready for shipment or have been picked up. Should dispatch be delayed or not carried out at the Customer’s request, risk will pass to the Customer on notification that the goods are ready for dispatch.

§ 6 Prices, price changes

  1. A fixed price will be agreed for the goods and services ordered. The fixed price covers all goods and servi