GTC

1. general

1.1
Our ("Michel Tube Engineering GmbH") deliveries and services shall be governed exclusively by these General Terms and Conditions of Sale; we shall only recognize general terms and conditions of business/purchasing of the customer that conflict with or deviate from our General Terms and Conditions of Sale insofar as we have expressly agreed to them in writing. They shall also have no effect if we have not objected to them in individual cases.

1.2
The provisions of Clause 1.1 shall also apply to all future transactions with the customer.

1.3
The assignment of claims against us to third parties is excluded. § Section 354 a HGB remains unaffected.

1.4
The customer is only entitled to offset, even if claims for defects or counterclaims are asserted, if the asserted claims have been legally established, recognized by us or are undisputed. The customer is only authorized to exercise a right of retention if the counterclaim is based on the same contractual relationship from which the customer's payment obligation arises.

1.5
The sale, resale and disposition of the goods and services and any associated technology or documentation may be subject to German, EU, US export control law and, where applicable, the export control law of other countries. By placing the order, the customer declares conformity with such laws and regulations. The customer declares that he has obtained all necessary export or import licenses.

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2. offer / scope of delivery

2.1
Our offers are subject to change. The offers on our website or in the catalog represent a non-binding invitation to the customer to order goods from us.

2.2
By ordering the desired goods, by filling out and sending the order form on the Internet, by e-mail, by fax, by telephone or by post, the customer submits a binding offer to conclude a purchase contract.

2.3
We can accept this offer within a period of 14 calendar days by sending an order confirmation or by sending the ordered goods. The order confirmation shall be sent by e-mail, fax or post. If the deadline expires without result, the offer shall be deemed to have been rejected.

2.4
The documents belonging to an offer submitted by us, such as illustrations, drawings, weights and dimensions, are only approximate values. Deviations from product specifications are permitted insofar as they are insignificant, do not constitute a material defect and have not been bindingly promised.

2.5
We reserve ownership rights and copyrights to drafts, catalogs, advertising materials, illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as "confidential". The customer requires our express written consent before passing them on to third parties.

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3. information / advice

We provide information and technical advice to the best of our knowledge based on our experience. However, all details and information on the suitability and application of our goods are non-binding and do not exempt the customer from carrying out his own tests. Clauses 9 and 10 of these General Terms and Conditions of Sale apply to any liability.

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4. prices

4.1
Unless otherwise stated in our order confirmation, our prices are "ex works" (Incoterms2020), excluding packaging, insurance, freight and any surcharge for small quantities. These items will be invoiced separately. The customer shall dispose of the packaging at his own expense.

4.2
All prices are net prices excluding VAT. This is calculated and shown separately on the invoice at the statutory rate on the day of invoicing (currently 19%).

4.3
We reserve the right to change our prices accordingly if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in the price of raw materials and / or materials or changes in the price of operating materials required for the manufacture of the goods (including electricity, gas, etc.). We shall provide the customer with evidence of these on request. §§ Sections 313, 315 (3) BGB shall apply accordingly. If the customer cannot reasonably be expected to accept the goods as a result of the price change, he shall be entitled to withdraw from the contract. The mere reduction of a profit margin expressly does not lead to the unreasonableness of the fulfillment of the contract.

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5. payments

5.1
Payments must always be made in advance, unless otherwise agreed in writing. In the event of default in payment, the provisions of Clause 5.2 shall apply, as well as the statutory provisions regarding default in payment.

5.2
In the event of default in payment or if our claims are jeopardized by a deterioration in the customer's creditworthiness, we shall be entitled to declare our claims from the entire business relationship with the customer due and payable. We shall then also be entitled to carry out outstanding deliveries only against advance payment or against the provision of securities. If the customer is not able to provide securities within a reasonable period of time after setting a deadline and threatening to withdraw from the contract if necessary, we shall be entitled to withdraw from the contract.

5.3
We are entitled to charge interest on arrears at a rate of 9 percentage points above the ECB prime rate p.a. from the date of default of payment. This shall be without prejudice to the possibility of proving and claiming higher actual damages.

5.4
Bills of exchange and checks shall only be deemed payment after they have been honored and credited to our account without reservation and shall be accepted without any obligation to present and protest them in good time and only by special written agreement and subject to the charging of all collection and discount charges.

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6. delivery time

6.1
Unless expressly agreed otherwise, we deliver "ex works" (Incoterms2020), excluding packaging and insurance, freight and any surcharge for small quantities.

6.2
Delivery dates and delivery periods, which may be agreed as binding or non-binding, must be specified in writing and are only agreed subject to correct and timely delivery to us by our suppliers (including disruptions in the supply chain - transportation, intermediaries - which are beyond our control).

6.3
The agreed delivery deadline shall be deemed to have been met if the delivery item is ready for collection from the factory or warehouse by the time it expires.

6.4
Unforeseeable, extraordinary circumstances beyond our control (force majeure) that have a significant, unavoidable impact on the fulfillment of the contractual obligation, such as Fire, floods, storms, explosions, natural disasters, war, sabotage, labor disputes (including lockouts and strikes), official measures and orders (regardless of whether they are valid or invalid), cybercrime by third parties, pandemic/epidemic, shortage of raw materials and energy, traffic and unavoidable operational disruptions, orders of higher authorities - also insofar as they make the execution of the affected business sustainably uneconomical for the foreseeable future - as well as all other cases of force majeure, including at our suppliers, shall release us from the obligation to deliver for the duration of the disruption and to the extent of its effects. Such events shall entitle us to withdraw from the contract in whole or in part without the Buyer having any right to compensation.

6.5
Partial deliveries are permissible and must be paid for in accordance with the conditions, provided they are reasonable for the customer.

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7 Transfer of risk and acceptance

7.1
The customer must collect/accept the delivery item immediately after it has been made available at the factory or warehouse.

7.2
If the delivery item is sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer when the delivery item is dispatched, at the latest when it leaves the factory or warehouse. This shall apply irrespective of who bears the freight costs. Unless otherwise agreed in writing, delivery in this case shall be free kerbside. The customer guarantees free access to the unloading point. Additional costs for transportation due to non-fulfilment of the customer's obligations shall be borne by the customer. Complaints due to transport damage must be made by the purchaser directly to the transport company within the special deadlines provided for this purpose. The conclusion of transportation and other insurances is left to the buyer. If the shipment of the delivery is delayed for reasons for which the customer is responsible, the risk of accidental deterioration and accidental loss shall pass to the customer upon notification of readiness for shipment. Storage costs after the transfer of risk shall be borne by the customer. Further claims remain unaffected. If the customer is in default of acceptance, we shall be entitled to demand compensation for the expenses incurred by us; the risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default of acceptance. In this case, the customer shall be in default of acceptance if he has not accepted the goods within two weeks of notification of readiness for dispatch.

7.3
If the customer is in default of acceptance, we shall be entitled to demand compensation for the expenses incurred by us; the risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default of acceptance.

7.4
Subject to proof of a different amount of damage, we are entitled to demand 10% of the net invoice amount as compensation. The customer shall be charged 0.5% of the net invoice amount per month as compensation for storage costs for goods not accepted on time from the 1st month after notification of readiness for dispatch.

7.5
delivery items, even if they have minor defects, are to be accepted by the customer without prejudice to the rights under clause 9 of these terms and conditions.

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8. reservation of title

8.1
The delivery items shall remain our property (goods subject to retention of title) until all claims arising from the legal relationship underlying the delivery have been settled, irrespective of the legal grounds.

8.2
If the customer processes, combines or mixes the goods subject to retention of title with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used. If our ownership expires as a result of processing, combining or mixing, the customer hereby assigns to us the ownership rights to which he is entitled to the new stock or item to the extent of the value of the goods subject to retention of title and shall store them for us free of charge. The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of clause 8.1.

8.3
The customer is only entitled to process, combine and mix the reserved goods with other items or resell them within the scope of proper business operations and as long as he is not in default. Any other disposal of the reserved goods is not permitted. We must be notified immediately of any seizures or other access to the reserved goods by third parties. All intervention costs shall be borne by the customer insofar as they cannot be collected by the third party. If the customer defers the purchase price to his customer, he shall reserve title to the goods subject to retention of title vis-à-vis the latter under the same conditions under which we have reserved title upon delivery of the goods subject to retention of title. Otherwise the customer is not authorized to resell the goods.

8.4
The customer's claims arising from the resale of the goods subject to retention of title are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. The customer is only entitled and authorized to resell the goods if it is ensured that the claims to which he is entitled are transferred to us.

8.5
If the reserved goods are sold by the customer together with other goods not supplied by us at a total price, the claim arising from the sale shall be assigned in the amount of the invoice value of our reserved goods sold in each case.

8.6
The customer is authorized to collect the claims assigned to us until we revoke this authorization. We are entitled to revoke this authorization if the customer does not properly meet his payment obligations arising from the business relationship with us. If the conditions for exercising the right of revocation are met, the customer shall, at our request, immediately inform us of the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over to us the relevant documents and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves.

8.7
If the value of the securities existing for us exceeds the secured claims by more than fifteen (15) percent in total, we shall be obliged to release securities of our choice at the customer's request.

8.8
If we assert the retention of title, this shall only be deemed a withdrawal from the contract if we expressly declare this in writing. The customer's right to possess the reserved goods shall expire if he does not fulfill his obligations arising from the legal relationship underlying the delivery.

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9 Warranty, material defects

9.1
The customer's warranty claims in the event of defects shall be governed by the statutory provisions within the statutory periods, unless deviations arise from the following provisions.

9.2
The applicability of Section 439 (2) and (3) BGB and Sections 445a and 445b BGB is excluded; this does not apply if a defect in our performance, in whole or in part, becomes the subject of a consumer's warranty claim downstream in the supply chain. In any case, § 377 HGB applies.

9.3
When purchasing new delivery items, the customer's warranty claims for defects expire one year after receipt of the delivery items.

9.4
The customer's warranty claims are excluded for the purchase of used delivery items. Warranty claims are also excluded insofar as these are causally attributable to the fact that

a) the goods have been improperly handled or overused or

b) the goods have previously been improperly repaired, maintained or serviced in a company not directly recognized by us for the support and the customer had to recognize this or

c) parts have been installed in the goods, the use of which we have not directly approved, or

d) the goods have been modified in a way not directly authorized by us or

e) the customer has not complied with the regulations on the handling, maintenance and care of the goods (e.g. operating instructions).

9.5
The limitation period of one year or the exclusion of warranty shall not apply if the obligation to pay compensation is based on physical injury or damage to health due to a defect for which we are responsible or on intentional behavior or gross negligence or its vicarious agents. Notwithstanding the above, we shall be liable under the Product Liability Act without deviating from the statutory provisions therein.

9.6
The warranty shall lapse if the customer modifies the delivery items without our consent, has them modified by third parties or uses them improperly and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification.

9.7
The customer is obliged to inspect the delivery item for any defects upon delivery and to notify us of these immediately in writing. The relevant provisions and legal consequences of the German Commercial Code (HGB) shall apply accordingly.

9.8
If a notice of defects proves to be unjustified, the customer shall reimburse us for all expenses incurred by us as a result.

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10. liability for damages due to fault

10.1
Our liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this Section 10, insofar as fault is involved in each case.

10.2
We shall not be liable in the event of simple negligence insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are those that grant the contracting parties the right that the contract is intended to grant according to its content and purpose, in particular those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.

10.3
Insofar as we are liable for damages on the merits pursuant to Clause 10.2, this liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which we should have foreseen if we had exercised due care. Indirect damage and consequential damage resulting from defects in the delivered goods shall only be eligible for compensation if such damage is typically to be expected when the goods are used as intended.

10.4
In the event of liability for simple negligence, our liability for property damage and resulting further financial losses shall be limited to an amount of EUR 50,000.00 per claim (corresponding to the current sum insured under our product liability insurance or liability insurance), even if it is a breach of material contractual obligations.

10.5
The above exclusions and limitations of liability shall apply to the same extent in favor of our executive bodies, legal representatives, employees and other vicarious agents.

10.6
If we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.

10.7
The limitations of this Clause 10 do not apply to our liability for intentional and grossly negligent behavior, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

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11. data processing and other

11.1
We store and transmit the customer's order-related personal data exclusively for the purpose of processing and handling their order (Art. 6 GDPR). In accordance with the provisions of the GDPR, the German Federal Data Protection Act and the German Telemedia Act (TMG), we are committed to comprehensive protection of the customer's personal data.

11.2
We are - not - prepared to participate in a dispute resolution procedure (§§ 36, 37 VSBG).

11.3
The substantive law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.4
Unless otherwise stated in the order confirmation, our registered office is the place of performance.

11.5
If the customer is a merchant, a legal entity under public law or a special fund under public law, Würzburg shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer is domiciled abroad. However, we are also entitled to sue the customer at the courts of his place of residence.

11.6
Our company regularly checks and monitors your creditworthiness when concluding contracts and, in certain cases where there is a legitimate interest, also for existing customers. For this purpose, we work together with Creditreform Boniversum GmbH, Hammfelddamm 13, 41460 Neuss, from whom we receive the necessary data. For this purpose, we transmit your name, address and date of birth to Creditreform Boniversum GmbH. The information pursuant to Art. 14 of the EU General Data Protection Regulation on the data processing taking place at Creditreform Boniversum GmbH can be found here:
www.boniversum.de/eu-dsgvo/informationen-nach-eu-dsgvo-fuer-verbraucher

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