General Terms and Conditions - megro GmbH & Co. KG
1. Validity
Unless
otherwise agreed in writing, the following terms and conditions apply
exclusively to our deliveries. The
customer's terms and conditions do not apply, even if we do not separately
object to their validity in individual cases. The product
range is aimed exclusively at businesses.
2. Conclusion of Contract
Our offers
are subject to change in terms of price, quantity, delivery period and
possibility of delivery. Orders shall become binding for us only upon receipt
of written acknowledgement or by delivery.
3. Delivery
We are entitled to carry out partial shipments. The delivery
of excess or minor quantities in reasonable limits shall be considered as
fulfillment of the contract. We do our utmost to strictly adhere to agreed upon
delivery times. A pre-condition is the correct and punctual delivery of
materials to us. If the delivery period is exceeded, the buyer is entitled to
set an adequate extension period. The buyer has no right to withdraw from the
contract because of delay in delivery or delivery impossibility before the end
of the extension period. This right only exists in respect of the goods not
supplied, unless the partial fulfillment of the contract has no demonstrable
interest for the buyer. Buyer’s claims for compensation because of delay in
delivery or impossibility are – as far as legally allowed – excluded.
Unforeseen events (no matter, if happened to us or to our sub suppliers) like
operating breakdowns, shortages of raw materials, traffic breakdowns, official
regulations, changes in currency conditions, war, strikes and other events of
force majeure shall release us from our obligation to deliver for the period of
the disturbance and the range of its effects. Events of this kind entitle us to
withdraw from the contract totally or in parts.
4. Liability because of infringement of contract
In case of
breach of contractual or pre-contractual obligations by ourselves or by our
performance assistants we are only liable for wilful acts and gross negligence.
Our liability shall be limited to the damage foreseeable on conclusion of the
contract as well as to additional expenses in case of a covering purchase.
The provisions of this Section 4 shall not apply with respect to our liability
for guaranteed product specifications (within the meaning of Sec. 444 of the
German Civil Code), personal injury or under the German Product Liability Act
5. Withdrawal
If the
purchaser did not declare the provided quantum (gradual deliveries) until the
subscription period is expired, we have the right to withdraw from the contract
after having given an adequate extension period. If the purchaser did
not pay an earlier delivery by the end of the additionally given period agreed
upon or if the financial situation of the purchaser deteriorates substantially
to the extent that his/her ability to meet payments is in reasonable doubt, we
are entitled to withhold the delivery and to grant the purchaser an additional
period within which he/she shall render advance payments or provide security.
We are entitled to rescind the contract after this additional period has been
expired without any results.
6. Prices
Our prices
apply from the place of delivery (excluding packaging), unless otherwise
agreed. Orders for less than 100.00 € will be additionally charged with a
handling fee of 10.00 €;
this amount will be stated in the invoice separately. We reserve the right to
charge the purchaser for additional costs incurred by observance of the
purchaser’s special shipping regulations. Increases or re-evaluations of the
costs related to the production, distribution, transport etc. of the goods,
public charges included, authorize us to increase our prices in case of
contract (gradual delivery contract). The same applies to deliveries that shall
be carried out 4 months after conclusion of the contract. For the calculation
the weights, dimensions and number of pieces defined in our place of dispatch
are authoritative.
7. Payment - Export
Payment
obligations shall not be deemed to have been fulfilled until we have the
equivalent of our claim at our disposal. Our invoices have got to be paid in
advance, free of charge for us, in EUR, to one of our accounts in the Federal
Republic of Germany, unless other terms of payment were agreed upon in writing.
When a SEPA Direct Debit Mandate is issued, payments may be made less than 2 %
cash discount. We will notify the customer of the debit receipt in the invoice.
The SEPA direct debit will become due for payment within three calendar days
from date of invoice. If the due date is a Saturday, Sunday or public holiday,
the due date shall be postponed to the first following working day. Non-payment
or reverse booking of the direct debit shall be at the purchaser’s expense. We
further have to charge a handling fee of 25.00 €, and the default starts with
the day the account is redebited. For all dunning costs that arise from having
fallen into arrears a dunning cost lump sum in the amount of 5.00 € for the 1st
and 2nd reminder (dunning level 1, 2), and in the amount of 10.00 € for the 3rd
and every further reminder (dunning level 3), plus statutory interest on
arrears will be charged. The assertion of a further claim for damages remains
reserved. Setting off or exertion of a retaining right is only allowed in case
of undisputed or legally stated demands.
8. Dispatch and risk taking
We have the
right to choose the route and method of transport according to our best
judgement. We will be anxious to take special desires of the purchaser into
consideration appropriately.
9. Return of Goods
The return
of bought goods is only in exceptional cases possible and only after our
previous agreement in writing. Goods returned without our agreement will be
sent back at the expense of the purchaser. Returned goods are generally
travelling at the risk and at the expense of the sender. The
compensation of returned goods shall depend on the usability condition of the
goods. The following deductions are valid: For goods that can easily be resold,
the deduction amounts to 10% of the net value, however, at least 25.00 €. We do
not pay for goods that are no longer usable or obsolete. In this case, we will
send a declaration of destruction.
10. Warranty in case of defects
The processing of goods supplied by us is at the risk of the
purchaser. Our processing suggestions are non-binding, also in regard to any
intellectual property rights protecting third party interests and do not excuse
the purchaser from examining them in respect of adequacy and purpose. Claims
for defect may only be considered where the purchaser has examined the goods
thoroughly immediately following their arrival at the agreed destination (where
necessary, by sample processing) and where the presumed defect is reported to
us at the latest within 10 days of receipt, verifiable hidden defects shall be
reported immediately following their discovery, in written form. Should the
purchaser neglect the timely notification or if the goods are being processed
or used by him, this shall be regarded as an approval of the goods. In case of
significant defects that have been reprehended timely at the moment of the
transfer of risk, we replace the goods for free against performance of
obligation of pay. Should a replacement not be possible, be unsuccessful, or if
we fail to do so within a reasonable period of time, we shall be obliged to
concede the purchaser cancellation of the sale or reduction in value. Further
claims are – as far as legally allowed – excluded.
The provisions of this Section 10 shall not apply with respect to our liability
for guaranteed product specifications (within the meaning of Sec. 444 of the
German Civil Code), personal injury or under the German Product Liability Act.
11. Reservation of Probrietary Rights
All goods
supplied by us remain our property until full payment of all liabilities
resulting from the business connection with the purchaser is received. The
purchaser has the right to process as well as to resell the goods within the
scope of a regular business enterprise managed by him. Exceptional disposals,
like pledges, chattel mortgages etc. are however inadmissible. Any further
processing or treatment of the reserved goods shall be carried by the purchaser
without any obligations for us resulting therefrom. If the purchaser processes,
blends, mixes or combines the reserved property with other products not
belonging to us, we directly become joint owner of the newly created product
with a share corresponding to the proportion of its reserved property to the
other good at the time when the processing, blending, mixing or combining took
place. If the purchaser acquires exclusive ownership of the newly created
product, the parties agree that the purchaser entitles us to co-ownership in
relation to invoice value of the processed or combined or blended goods and
stores it free of charge. Upon acceptance of our goods, the purchaser shall
assign to us all ancillary rights to the claims arising from the resale of the
goods under our ownership or co-ownership against his/her customers until
payment of our claims is complete, but only to the amount of the pro rata value
(invoicing value) of our goods. The purchaser shall be entitled to collect
receivables assigned to us as long as he fulfils his obligations to us and does
not fall into loss of assets. On our demand the purchaser shall provide us with
the information necessary for the confiscation and shall inform the debtor of
the assignment. We must be informed immediately of access by third parties to
the goods in our ownership or co-ownership and to the claims assigned to us. If
the value of the receivables assigned to us exceeds our receivables to the
purchaser by more than 20%, we shall be obliged, at the purchaser’s request to
release the amount. However, this requires that the purchaser proves to us the
status (amount, due date, etc.) of the receivable assigned to us, together with
a corresponding statement.
12. Breach of contract
Breach of
the contract on the part of the purchaser entitle us – regardless of further
claims – to cease any further delivery to the purchaser or to withdraw from the
contract.
13. megro Online Shop
(1) All
offers, sales contracts, deliveries and services made on the basis of orders by
our customers through our online shop www.megro.de shall be governed by these
general terms and conditions of sale.
(2) By placing an order in the online Shop, the Customer makes a binding offer
to purchase the relevant product. The offer will remain open for acceptance by
us for a period ending at the end of the (third) business day following the day
of the offer. Without undue delay upon receipt of the order, we will send to
the Customer by e-mail a confirmation of receipt, which shall not constitute an
acceptance of the order. The order shall be deemed to be accepted by us either
upon subsequent (e-mail) acceptance of the order or by dispatching the product.
The sales contract with the Customer shall not become effective until our
acceptance.
(3) Upon registration confirmation for the megro online shop, the customer is
obliged to use the passwords only within the company and not to pass them on to
unauthorized third parties. In the event of infringement, access will be
withdrawn.
14.
Disposal of electrical/electronic equipment
Only
applicable for Germany.
15. Place
of performance, court of jurisdiction, applicable law
Place of
performance with regard to delivery is the place of dispatch, place of
performance with regard to payment is Wesel. Exclusive court of jurisdiction is
according to our choice either the court that is responsible for our place of
business and the court of factual jurisdiction or the courts that have
jurisdiction over the purchasers’ place of residence. The contractual
relationship is subject to German Law; the UN Convention on Contracts for the
International Sale of Goods (CISG) is excluded.
16.
Traceability
The
distributor (reseller) is obliged to guarantee the traceability of the goods we
have supplied.
17.
Distributor obligations when ordering medical devices
When ordering medical devices, the purchaser undertakes to comply with the dealer
obligations pursuant to Article 14 of the MDR/IVDR.
Issued: May 2022
You may download our Teams and Conditions as a pdf file.