I Scope of application
- All orders are subject to these general conditions of sale.
- The terms and conditions of the customer shall not apply unless we have expressly accepted them in writing. Acceptance of delivery does not imply acceptance of the supplier's terms and conditions.
II Conclusion of a contract
- Orders require the written form to be legally binding. Verbal agreements, including via telephone, and subsequent amendments require written confirmation by MHG.
- The order must be confirmed to us in writing without delay.
- The agreed price includes packaging and free delivery to the delivery address given in the order.
- All deliveries must be accompanied by a delivery note showing the type and number/amount of the delivered items, our order number and the MHG article code.
- The supplier must use eco-friendly packaging materials. The supplier's return obligations for packaging are specified in the regulations on packaging.
- Delivery dates are binding. Compliance with the delivery date is determined by the date of arrival at the delivery address provided . Earlier delivery dates must be by mutual agreement. We reserve the right to return early or excess deliveries at the supplier's cost.
- Should the supplier become aware that a delivery date or deadline cannot be kept, he shall inform us immediately in writing, naming the reasons for and expected length of the delay. The supplier can only claim force majeure as the reason for a missed deadline if we have been informed of such occurrence by the supplier immediately it became known. For all other cases in which the delivery date is not met, we reserve the right, without prejudice to other legal claims, to demand delivery and damages due to late delivery, or damages due to non-fulfilment or to withdraw from the contract. The supplier shall also be deemed responsible for delays for which the supplier's subcontractors are responsible.
- Tools manufactured to our specifications become the property of MHG. The supplier shall store and maintain such tools free of charge. The contractor shall insure the tools fully and on his own account against loss and damage. We must be informed immediately of any third party access, damage or loss.
- The tools shall be used exclusively to fulfil the contractual obligations toward MHG Heiztechnik GmbH.
V Rules and regulations
The supplier shall observe all rules and regulations applicable at the place of utilisation of the delivery, in particular those concerning accident prevention, environmental protection, machine safety, EU Directives, etc. The supplier undertakes to inform us, without being asked, if the delivery is subject to foreign trade restrictions.
VI Hazardous goods
When delivering hazardous goods, the supplier shall be fully responsible for ensuring observance of the relevant legal requirements, such as identification markings, packaging, forms, etc.
VII Provision of documentation
We are entitled to reproduce, process and pass on to our customers all assembly and operating instructions, as well as other documents required to service and maintain the delivery item.
VIII Quality assurance, liability for defects, warranties
- The supplier shall implement the appropriate measures to ensure deliveries or services are free of defects and comply with the applicable public regulations, guidelines and rules stipulated by authorities and trade associations.
- We are legally entitled to claim for defects. In particular, we are entitled to demand the removal of the defects or replacement at our discretion. The supplier shall bear all costs in connection with a supplementary performance. This shall not affect the statutory right to claim for damages instead of performance or the assertion of a claim for damages.
- If there is a risk of disproportionately high damages or other specific need for urgency, we are entitled to remedy the defect at the supplier's cost, without prior stipulation of a grace period.
- The warranty period is 24 months, provided a longer period is not stipulated under an individual contract or the law. This period shall begin on the date of final commissioning. If commissioning is not an option, the warranty period shall begin with utilisation. In both cases, the warranty period shall end 36 months after delivery, at the latest.
- The warranty period for work on property and for buildings is 5 years from date of acceptance. If the supplier does not remedy deficiencies within a reasonable period, we are entitled to return the item and claim damages for non-performance of contract. In cases of urgency or delay, we are entitled to procure a replacement or remedy the defects or have them remedied at the supplier's risk and cost.
- Where the supplier recognises a defect, negotiations over the defect shall suspend the warranty period or re-start it.
- Invoices must include all the required proof and references to the order details. Delays due to non-compliance with such requirements shall be at the supplier's expense. In such cases, payment periods shall not begin before the submission of verifiable invoices.
- We are entitled to a discount of 3 % if we make payment within 14 calendar days, or to make net payment after 30 days. Payment periods begin after receipt of the invoice, but not before the delivery or service has been affected fully and without defect.
Claims against us can only be assigned with our prior written consent.
XI Reservation of title
A reservation of title is only binding if it has been agreed in writing in addition to and independent of the supplier's general terms and conditions.
- The supplier undertakes to treat as trade secrets all commercial and technical details not publicly known which become known to him or her in the course of our business relations. Our drawings, models, forging dies, fixtures, templates, samples and similar items may not be made available to third parties or otherwise accessible, nor may an order be made from them for a third party.
- The reproduction of such items is only permitted within the limitations of the operational requirements and copyright laws. Such items are only entrusted to the supplier in order to fulfil the order and must be returned to MHG on its completion, or held for further orders.
- This also applies mutatis mutandis to items manufactured by the supplier to our specifications. Subcontractors are subject to the same obligations.
- The supplier may only advertise his business relations with MHG with our prior written approval.
XIII Third-party industrial property rights
- The supplier declares that there are no third party industrial property rights attached to his or her deliveries or services, and that our proper use of such does not infringe any third party industrial property rights.
- The supplier indemnifies MHG from all third party claims arising from the infringement of third party industrial property rights.
In the event of termination of the contract by us, the supplier shall receive, at the most, such share of the remuneration that corresponds to the performance rendered up to that time.
XV Withdrawal, performance
We are entitled to withdraw from this contract fully or partially for good cause, or to demand performance at a later time, without additional claims on the part of the supplier. Good cause can be, in particular, strike, lockout or other plant disruptions; also the suspension of payments by the supplier, as well as an application to open conciliation or bankruptcy proceedings on the supplier's assets.
XVI Law, jurisdiction, place of performance
- German law shall apply. Application of the UN Sales Convention is excluded.
2. Exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between MHG and the customer is the competent court for MHG's registered place of business. However, MHG reserves the right to also claim against the customer in courts of law responsible for the registered place of business of the customer.
XVII Effectiveness of the general conditions of sale
Should individual provisions of these general conditions of sale and delivery be or become invalid/ineffective, this shall not affect the remain provisions. The contracting parties undertake to replace the invalid/unenforceable provision immediately on this becoming known with a provision that comes as close as possible to economic purpose of said provision. Should no agreement be reached, statutory provisions shall apply.
We store personalised data in accordance with the German Federal Data Protection Act (BDSG).