General business and sales terms & conditions

of Meta Bearings Distribution GmbH, Max Eyth Strasse 8, 35394 Giessen, Germany

§ 1 General

(1) The following sales and delivery terms and conditions apply exclusively to all deliveries or other services. Applicability in accordance with the terms of § 310 paragraph 1 in conjunction with § 14 of the Federal German Civil Code only applies to transactions with other companies.
(2) Any divergent terms or conditions of the purchaser not formally recognised by the vendor are non-binding, even when not formally contradicted by the vendor.
(3) Implication and interpretation of these sales and supply terms & conditions and the conclusion and interpretation of legal transactions with the purchaser in person are governed exclusively by the appropriate jurisdiction of the Federal Republic of Germany. Any application of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the International Sale of Goods is excluded.
(4) In the case of an invalidity of individual clauses of the General Terms and Conditions or a contradiction of legal requirements contained in this contract, in whole or in part, the validity of these terms as a whole will not be affected. The contracting parties will replace the invalid clause by mutual agreement by a clause which comes the closest to the economic sense and purpose of the invalid clause in a legally effective way, insofar as this does not constitute a significant change to the purpose of the said contract, this also applies in the case of issues or circumstances subject to regulation by law that are not formally regulated.
(5) The place of performance and jurisdiction for any responsibilities or disputes resulting directly or indirectly from this contractual agreement, including payment obligations, is the business location of the vendor.
(6) The legal venue is the court responsible for the business location of the vendor, insofar as the purchaser is a registered commercial trader. The vendor also reserves the right to initiate legal proceedings at any legal venue responsible for the business location of the purchaser or his agents.

§ 2 Offers, scope of supply and services and conclusion of contracts

(1) The vendor's offers are subject to change without notice.
(2) The vendor's order confirmation exclusively determines the scope of the contractually agreed performance.
(3) The vendor reserves the right to change construction, choice of materials, technical specifications and design even after submission of an order conformation when such changes do not contradict either the order confirmation or the purchaser's specifications. The purchaser will further declare his consent to further changes suggested by the vendor insofar as these are deemed reasonable for the purchaser.
(4) The vendor reserves the right to make part deliveries.
(5) Any documentation, such as illustrations, diagrams, dimensions and weights, upon which the contractual agreement is based shall be deemed approximate, unless they are expressly specified as binding.

§ 3 Pricing and terms of payment

(1) All prices are exclusive of packaging, shipping and transportation charges. Packaging shall be billed at cost and it shall not be returned unless there is a legal obligation to the contrary. The minimum order value is 50.00 EUR. Orders with a lower order value will be charged at this minimum rate.
(2) Any invoices shall be payable within a period of 30 calendar days. In case of delayed payment or if the target date is exceeded, the normal bank interest is payable on arrears without written notification. Payment by banker's draft or cheque are only valid as payment upon clearance. Agents have no authority to collect debts.
(3) Should, at no fault of the vendor, the period between the contractual agreement and delivery exceed 4 months, the vendor reserves the right to increase the price appropriately under consideration of the additional costs for materials, labour costs and other ancillary expenses arising for the vendor. Should the purchase price increase by more than 40%, the purchaser may cancel the said contract.
(4) Should the vendor comply with the purchaser's requests for modifications, any resulting additional costs will be invoiced to the purchaser.
(5) Should the purchaser be in default of payment, he will be liable to pay interest at 8% points above the basic interest rate.

§ 4 Offsetting and withholding of payment

Offsetting or withholding of payments is not permitted unless in connection with finally adjudicated, uncontested and recognized claims..

§ 5 Terms of delivery

The specification of a delivery deadline is in all good faith and may be extended appropriately when the purchaser delays or fails to fulfil his obligations as a contract partner. The same applies to industrial action, in particular, strikes and lock-outs activities and in the event of unforeseeable incidents beyond the control of the vendor, e.g. delayed deliveries by subcontractors, transportation and manufacturing disruptions, material and energy shortages, etc. Changes to the goods ordered by the purchaser may also lead to an extension of the delivery deadline.

§ 6 Passing of risk

Any risks pass to the purchaser as soon as the vendor has made the goods available to the purchaser and has notified the purchaser to this effect.

§ 7 Retention of title

(1) The goods shall remain the sole and absolute property of the vendor until the purchaser has completely fulfilled his obligation of payment The right of retention also applies until the complete fulfilment of all current, prospective and conditional claims resulting from the contractual agreement between the vendor and the purchaser.
(2) The purchaser possesses no authority to deposit the goods as a security or pledge of chattels, but has the right to further disposition of the goods subject to retention of title in the course of regular commercial transactions. Any rights to payment resulting from the resale of such goods by the purchaser shall be ceded to the vendor.
(3) If the goods are processed, installed or in any way worked upon or incorporated by the purchaser, then the retention of title extends to the whole newly created item. The purchaser acquires part title of the new goods to that proportion of his value of the goods to that provided by the vendor.
(4) Should the value of the existing securities sustainably exceed that of receivables in total by more than 10 % we are pursuant to our choice obliged to release securities on request of the purchaser.
(5) The vendor is authorised to apply his rights of retention of title without withdrawal from the contract.

§ 8 Claims for faults

(1) Should the purchase represent a commercial transaction for both parties, then the purchaser is obliged to check the goods directly after receipt, or within 3 working days at the latest, and inform the vendor immediately of any faults found insofar as this be possible in the regular course of business. Should the purchaser fail to do this, the goods shall be deemed as accepted with the exception of faults that were not recognisable during due inspection. §§ 377 ff. HGB (German Commercial Code) applies.
(2) Any claims to be made due to faults are limited to rectification. Should rectification fail, the purchaser has the right to either reduce payment or demand the cancellation of the contract.
(3) Any further claims on the part of the purchaser are excluded unless arising from acceptance of guarantee. This shall not apply in cases of intent, gross negligence or breach of contract by the vendor.
(4) All claims for faults lose their validity one year after delivery of the purchased goods.

§ 9 Advisory services

Any advisory services provided with regard to goods supplied are made to the best of our knowledge and are based on the latest technical information available. Such advice may only be seen as a non-binding recommendation. The purchaser may not claims for damages in any form or on any grounds, this also extends to potential replacement purchases.

§ 10 Liability

Claims for damages on the part of the purchaser are excluded. This shall not apply in cases of intent, gross negligence or significant breach of contract by the vendor or to claims under guarantee.

§ 11 Restrictions of use

Standard products supplied by our company are neither designed, manufactured nor approved for use in the aviation and aerospace industries or in nuclear facilities as defined by the Federal German Atomic Energy Act. Should any of these standard products nevertheless be installed in any of the the above mentioned areas, we decline to accept any liability for any possible or actual damage incurred in ensuing incidents, unless written approval on our part representing an exception to these restrictions has been given.

§ 12 Cessation of trading

In the case of cessation of trading, closure, insolvency or bankruptcy, or the liquidation of the purchaser's enterprise, we reserve the right of sale on the stock of goods delivered by our company. This right also extends to goods already employed or installed in any way.

§ 13 Assignation to third parties

The purchaser is not authorised to assign claims arising from the contractual agreement to third parties without the expressed written authorisation of the vendor. The purchaser recognises these conditions on receipt as binding for all existing and future business relations.