1. general - scope of application
1.1 All contracts, deliveries and other services (in particular planning, design, assembly work and program compilations), including consultancy services, shall be provided exclusively on the basis of the following terms and conditions. Our terms and conditions shall also apply to current and future transactions, even if they are not expressly agreed again in individual cases, unless they are amended or excluded with the express consent of MEBIKON GmbH. Terms and conditions of the contractual partner shall not become part of the contract as a whole, even if MEBIKON GmbH has not expressly objected to them.
1.2 Changes to the order are only possible in exceptional cases and only if production of the object of purchase has not yet begun. Any costs for changes to the order requested by the customer shall be borne by the customer.
2. offers and offer documents
2.1 Our offers are always subject to change and non-binding. If goods are sold out, no contract is concluded. Conclusion of contracts (e.g. orders and purchase orders) and other agreements shall only become legally binding for us once we have confirmed them in writing or invoiced them. In particular, the prices stated in offers are subject to change and do not include delivery, assembly and other services, unless otherwise stated in the offer.
3. conclusion and comments
3.1 Our performance shall be rendered in terms of quality, condition and scope in accordance with the agreed order conditions. We reserve the right to make changes in the interest of technical progress. We reserve the right to make changes and deviations with regard to form, design and coloring, provided that this does not result in a deterioration in quality, performance or function. If changes or deviations become necessary on our part, the customer will be informed. However, a right of withdrawal shall only exist if the customer cannot reasonably be expected to adhere to the contract, taking his interests into account.
3.2 MEBIKON GmbH reserves the right to insignificant deviations or deviations caused by technical progress in the design, execution and performance of its products compared to catalog, brochure or Internet information, insofar as these are reasonable for the contractual partner.
3.3 The order confirmation issued by MEBIKON GmbH alone determines the scope of the delivery. Insofar as sales employees or commercial agents make verbal collateral agreements or give assurances that go beyond the written order confirmation, these must always be confirmed in writing by MEBIKON GmbH.
3.4 Unless expressly agreed otherwise in writing, the documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate. MEBIKON GmbH reserves the existing copyrights to documents, calculations etc. provided by MEBIKON GmbH. Disclosure to third parties is not permitted unless this has been authorized in writing by MEBIKON GmbH.
3.5 In the case of natural products (e.g. wood, cork), natural color, structure and other differences/deviations do not constitute grounds for complaint or liability, as these are part of the properties of a natural product.
3.6 Samples are non-binding with regard to production-related and/or material-related deviations, i.e. the client is not entitled to make any complaints in the event of insignificant and customary deviations of the delivered goods from the sample in terms of dimensions, color and/or structure.
4 Prices and payments
4.1 Unless otherwise agreed, the prices stated in our order confirmation, which are in EURO, shall apply. Additional deliveries and services shall be invoiced separately.
4.2 All prices are net prices and do not include the statutory value added tax applicable on the day of delivery.
4.3 Unless expressly agreed otherwise, all prices are ex works Nuremberg excluding packaging, freight, postage and insurance.
4.4 The customer undertakes to transfer the invoice within the payment period stated on the invoice after receiving it.
4.5 All payments must be made in cash. The following are recognized as cash payments Cash, bank transfer; crossed checks or cashier's checks are accepted as cash payments after they have been cashed by the bank.
4.6 We reserve the right to invoice payments on account in the amount of the value of the respective proven contractual performance, including the VAT amount due on it, and also at the shortest possible intervals. We shall provide evidence of the services by means of a verifiable list, which must enable a rapid and reliable assessment of the service. In this context, services shall also include those parts of the service that have been specially produced and provided for the requested service.
4.7 If payment is not made or not made in full within the payment period stated in the invoice, we shall be entitled to charge interest on arrears from the due date at a rate of 5% above the prime rate of the European Central Bank applicable at the time the payment is overdue.
4.8 If, after conclusion of the contract, we become aware of circumstances which allow the conclusion that our claims are at risk, we may make delivery dependent on advance payments or the provision of security in the amount of our total claims. This applies in particular if the customer is in arrears with other payments to us. If the customer does not comply with the request for advance payment or provision of security, we may demand compensation for non-performance or withdraw from the contract. In this case, the
The customer shall not be entitled to any claims against us, in particular no claim for delivery.
4.9 If deductions are made from our invoices, these must be listed individually and duly substantiated by enclosing the relevant documents.
5. production and order modification
Our products are usually custom-made according to your wishes and dimensions. Changes after order confirmation, deletions or cancelations as well as returns cannot be made.
For these reasons, changes to the order are only possible in exceptional cases and only if production of the object of purchase has not yet begun. Any costs for changes to the order requested by the customer shall be borne by the customer.
6. shipment and transfer of risk
6.1 Shipment shall be ex works (EXW) at the expense of the contractual partner. The risk shall therefore pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation or has left our warehouse for the purpose of dispatch. Unless otherwise agreed in writing, MEBIKON GmbH shall invoice the contractual partner for the costs of transport insurance at 0.06% of the net value of the goods. Unless otherwise agreed, the shipping route and means of shipment shall be at the discretion of Degen MEBIKON GmbH.
6.2 In the event of a return shipment, the customer must choose the same form of shipment as for the delivery at his own expense. The customer must insure the goods adequately at his own expense.
6.3 In the event of delivery by our own employees, the risk shall pass to the Buyer as soon as the goods are made available to him. If the goods are taken back for reasons for which we are not responsible, the buyer shall bear the risk until we receive the goods.
6.4 If dispatch is delayed at the request of the contractual partner for reasons for which the contractual partner is responsible, the goods shall be stored at the expense and risk of the contractual partner. In this case, notification of readiness for dispatch shall be deemed equivalent to dispatch.
6.5 Otherwise, the risk of loss and damage shall pass from MEBIKON GmbH to the contractual partner when the goods are made available in the warehouse; in the case of drop shipments, the risk shall pass to the contractual partner when the goods are made available in the warehouse or factory of the upstream supplier(s) of Degen MEBIKON GmbH. If delivery is not made ex works by special agreement, the transfer of risk shall be in accordance with the agreed Incoterm.
7 Delivery, delivery and performance time
7.1 The dates and deadlines specified by us are non-binding unless expressly agreed otherwise in writing. In this case, the delivery periods shall depend on whether all technical questions and the details of execution have been clarified with the contractual partner at that time. The delivery obligation of Degen MEBIKON GmbH is also conditional on the timely and proper fulfillment of the obligations of the contractual partner (e.g. provision of documents, approvals, releases, etc. to be procured by the contractual partner).
Partial deliveries are permissible to a reasonable extent.
7.2 If we are prevented from fulfilling our obligations by force majeure or unforeseen circumstances which we cannot avert despite reasonable care in the circumstances of the case and which demonstrably have a considerable influence on the delivery of the product, the delivery shall be delayed to a reasonable extent if it does not become impossible. If the delivery or service becomes impossible, we shall be released from the obligation to deliver. This also applies if the circumstances occur at the suppliers of MEBIKON GmbH and their sub-suppliers.
7.3 Claims for damages of any kind due to delays in delivery or impossibility of delivery are excluded.
The liability for damages in these cases is excluded, unless we are guilty of gross negligence or intent. With regard to the
The customer's right of withdrawal in such cases shall remain subject to the statutory provisions.
7.4 Products that deviate from the listed versions as well as all items that were delivered more than 6 months ago and products that have been used cannot be taken back or credited.
7.5 If the contractual partner is in default of acceptance, MEBIKON GmbH is entitled to claim damages instead of performance and, irrespective of the possibility of claiming higher damages, to demand 20% of the sales price as compensation.
8 Warranted characteristics, notice of defects
8.1 The customer is obliged to inspect the delivered goods immediately upon arrival for obvious defects that are readily apparent to the average customer. Obvious defects include, among other things, easily visible damage to the goods and cases in which a different item or too small a quantity than ordered is delivered.
8.2 Such obvious defects must be reported to us in writing within one week of delivery of the goods to the customer or the customer's designated purchaser or receipt of the goods by the customer or the customer's designated purchaser and before processing, consumption, use, installation or resale.
8.3 Defects that only become apparent later must be reported to us within two weeks of their discovery by the customer.
8.4 In the event of a breach of the obligation to inspect and give notice of defects, the goods shall be deemed to have been approved with regard to the defect in question.
9. warranty
9.1 All warranty claims, including for hidden defects, shall become time-barred no later than 12 months from receipt of the
goods at the place of destination. In the case of non-merchants, the statutory limitation period of two years (pursuant to § 438 para. 1 no. 3 BGB) shall apply from receipt of the goods at the place of destination. The place of destination is the delivery address according to the delivery bill.
9.2 The warranty is initially provided at our discretion by repair or replacement. In the event of a replacement delivery, the customer is obliged to return the defective item. If the customer or a third party improperly repairs the goods themselves, all warranty claims shall lapse. The same applies to any changes to the goods without our prior consent.
9.3 If the defect cannot be rectified within a reasonable period of time or if the rectification or replacement delivery is deemed to have failed for other reasons, the customer may, at his discretion, demand a reduction in payment (reduction) or withdraw from the contract. However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract.
9.4 Warranty claims shall only exist in the event of proper use of the object of purchase and careful handling.
9.5 Warranty claims do not exist in the following cases:
- In the event of defects due to improper maintenance and cleaning, damage, overuse, improper use, handling or repair.
- In the event of changes to the object of purchase, unless these have been approved by the seller.
- For natural wear and tear.
- For third-party products or third-party products that are combined with deliveries and services from us or are used together with these products, whereby we assign to the customer those liability claims that we are entitled to against the supplier of the third-party service.
- For the functionality of our deliveries and services, insofar as these are connected by the customer with third-party products or operated together with these.
9.6 If the customer receives faulty assembly instructions, we shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.
9.7 No rights can be derived from defective partial deliveries with regard to the remaining partial deliveries.
9.8 Warranty claims of any kind that go beyond free subsequent delivery or rectification, in particular for consequential damage to the customer or third parties, are expressly excluded with the exception of claims for damages due to the absence of expressly warranted characteristics or insofar as the cause of the damage is based on intent or gross negligence.
9.9 Claims for defects do not exist if there are only insignificant deviations from the quality or only an insignificant impairment of usability. Warranty claims for permanently installed MEBIKON products are limited to the repair of defective goods or replacement delivery. In particular, the contractual partner shall bear the costs of installation and removal.
9.10 Projector lamps: Replacement is only free of charge within the first 90 days or 200 operating hours (if the manufacturer grants a longer warranty period, this applies under its conditions and is automatically accepted) from the first commissioning according to the operating hours counter in the device; the replacement must be carried out by the specialist workshop of MEBIKON or by a service partner authorized by MEBIKON. In order to make use of the fault rectification service, the completed warranty certificate and/or the proof of purchase must be presented. Fault rectification does not constitute an extension or restart of the warranty period. The right to rectification of defects only applies to the original purchaser and is not transferable.
9.11 The customer shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
10. special regulation DOA (Dead on Arrival)
A DOA is a (technical) hardware defect during initial commissioning or initial installation.
10.1 We recognize a defective device as DOA up to 7 days after the date of purchase (end customer invoice date, based on calendar days), but no longer than 30 days from the date of the delivery note from MEBIKON to the dealer.
The dealer must provide/send an exact description of the fault, the serial number and the proof of purchase. Please send the corresponding DOA report within the 7-day period to: support@mebikon.de
10.2 The DOA settlement does not apply in the event of operating errors or mechanical damage. There is no legal entitlement to a DOA settlement. We offer this subject to a voluntary guarantee (as an extension to the statutory warranty claims). The delivered goods must always be inspected immediately and any defects must be reported without delay.
10.3 DOA claims asserted within the 7-day period shall be settled by replacement of the defective goods with new goods of equivalent value, repair/rework or with a credit note (purchase price at the original time of purchase of the goods). The right to choose lies with MEBIKON. MEBIKON must process the DOA within 7 working days of receipt of the defective goods.
10.4 The goods complained about must be shipped properly packaged in the original cardboard box including external labeling with the assigned RMA number. This shall be done either by the end customer or the dealer.
10.5 MEBIKON shall bear the costs for the outward and return transportation of the DOA goods. If necessary, MEBIKON shall collect the goods itself using its own logistics. This decision is at MEBIKON's discretion.
10.6 Dealers and end customers are not entitled to make a replacement or repair. In principle, no costs for handling, packaging, processing, repair, replacement, etc. will be reimbursed. This applies to both the end customer and the dealer. If the retailer requests a new shipping address that differs from the original order, the retailer shall bear any additional costs incurred (shipping, goods insurance, etc.).
11. limitations of liability
11.1 We exclude our liability for slightly negligent breaches of duty, insofar as these do not affect essential contractual obligations, damages resulting from injury to life, limb or health or guarantees or claims under the Product Liability Act. The same applies to breaches of duty by our vicarious agents.
11.2 The limitation period for claims against us that are not based on intentional conduct attributable to us is one year.
11.3 MEBIKON passes on the warranty of the respective manufacturer for data and video projectors and other technical devices. The guarantee shall become invalid if the device has been tampered with by unauthorized persons, in the event of faults caused by improper handling or in the event of damage caused by external influences.
The following are generally excluded from the guarantee: lamps and other glass parts, batteries and rechargeable batteries.
12. non-acceptance
12.1 In the event of non-acceptance of ordered goods, we may exercise our statutory rights.
12.2 We may also withdraw from the contract without being obliged to do so.
12.3 If we demand compensation for damages, this shall amount to 15% of the purchase price. The compensation shall be set higher or lower if we can prove higher damages or the customer can prove lower damages.
13. reservation of title
The goods shall be delivered subject to retention of title in accordance with § 455 BGB with the following extensions:
13.1 The goods shall remain the property of the Seller until full payment of all claims of the Seller against the Buyer arising from the business relationship, including those arising in the future.
13.2 The customer is obliged to treat the reserved goods with care. If maintenance and inspection work is required, the customer must carry this out regularly and in good time at its own expense.
13.3 The customer is obliged to inform us immediately of any access by third parties to the goods subject to retention of title, for example in the event of seizure, as well as of any damage to or destruction of the goods subject to retention of title.
The customer must inform us immediately of any change of ownership of the goods subject to retention of title as well as any change of residence or place of business.
13.4 We are entitled to withdraw from the contract and demand the return of the reserved goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation in accordance with 12.2 and 12.3 above.
13.5 The customer is entitled to resell the reserved goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount which accrue to him against a third party as a result of the resale.
We accept the assignment. After the assignment, the customer is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the customer does not properly meet his payment obligations and is in default of payment or in payment difficulties.
13.6 The handling and processing of the reserved goods by the customer shall always be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods supplied by us to the other processed items. The same applies if the goods are mixed with other objects not belonging to us.
13.7 We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.
14 Offsetting, retention
The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the customer shall only be authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship, i.e. does not arise from earlier or other transactions in the current business relationship.
15. repairs
If a cost estimate is requested before repairs are carried out, this must be expressly stated. If there is an ongoing business relationship between MEBIKON GmbH and the contractual partner to which these general terms and conditions apply, the costs of the estimate shall be reimbursed if the repair is not commissioned.
It is at the discretion of MEBIKON GmbH whether repairs are carried out in its own or an external workshop. Costs for shipping and packaging shall be borne by the contractual partner.
16. data protection
In accordance with § 33 of the Federal Data Protection Act, MEBIKON GmbH points out that the contract data is stored in a data processing system. It is ensured that this stored data is not disclosed to unauthorized persons.
17 Place of performance, place of jurisdiction, applicable law, severability clause
17.1 The exclusive place of performance and jurisdiction is Nuremberg. The agreement on the place of jurisdiction is also expressly agreed for judicial dunning proceedings. German law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.
17.2 Should a provision of our terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. The customer is obliged to reach an agreement with us by which the invalid provision is replaced by another provision which achieves the same economic and legal success as the invalid provision.