General Terms and Conditions of Modusan GmbH

Validity
1.1 All our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. These are an integral part of all contracts that we conclude with our
customers (hereinafter referred to as "customer" or "buyer") for the goods offered by us
.
1.2 Terms and conditions of the customer or third parties shall not apply, even if we do not separately object to their
validity in individual cases. Even if we refer to a letter
that contains the terms and conditions of the customer or a third party or refers to such
, this does not constitute agreement with the validity of those terms and conditions.
1.3 Our sales personnel are not authorized to make verbal agreements with the customer in
connection with the contract that deviate from these General Terms and Conditions of Sale and Delivery.
Offer and conclusion of contract
2.1 All our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
2.2 The customer is bound to an order placed by him and not yet accepted by us
14 calendar days after dispatch. We are entitled to accept the offer within this
period. The time at which our
acceptance is received by the customer shall be decisive for compliance with the deadline. The dispatch of the ordered goods shall also be deemed as acceptance.
Prices and payment
3.1 Prices are quoted in euros plus VAT at the statutory rate.
3.2 Unless expressly agreed otherwise in writing, our prices apply to collection from our warehouse. Costs for packaging and transportation shall be invoiced as a separate invoice item.
3.3 Upon confirmation of the customer's order by us, the invoice amount of the order shall be due for payment in the amount of 60%. The remaining amount is due for payment without deduction within 14 days after delivery
of the goods.
3.4 Payments can only be made at our business premises or by bank transfer to a bank account specified by us
. Technical staff, drivers and service employees in the
field service are not authorized to collect payments. We reserve the right to make certain types of payment dependent on a credit check or a maximum order quantity.
3.5 The buyer may only offset his own claims against our claims if the counterclaims are undisputed or have been legally established. The Buyer may only withhold performance owed by him on the basis of justified counterclaims arising from the same contractual relationship.
Delivery and delivery time
4.1 The goods shall be delivered to our business premises or to our warehouse.
4.2 Deadlines and dates for deliveries and services promised by us are always
only approximate, unless a fixed deadline or a fixed date has been expressly promised
or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with
transportation. We are entitled to make partial deliveries.
4.3 If we fail to meet an agreed delivery date, the buyer is obliged to set a reasonable grace period, which may in no case be less than two weeks, before withdrawing from the
contract.
Place of performance, shipment, transfer of risk
5.1 The place of performance for all obligations arising from the contractual relationship is 12555 Berlin, unless expressly agreed otherwise at
.
5.2 We will ship the goods if this has been agreed separately in individual cases. The mode of shipment and packaging are subject to our dutiful discretion. The shipping costs shall be borne by the Buyer and shall include the costs of any transport insurance taken out by us.
5.3 The risk shall pass to the Customer at the latest when the goods are handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party appointed to carry out the shipment. This shall also apply if partial deliveries are made. If dispatch or handover is delayed as a result of circumstances for which the customer is responsible, the risk shall pass to the customer from the day on which the goods
are ready for dispatch and we have notified the customer of this.
Warranty and liability
6.1 In the event of defects in the delivered goods, the Buyer shall be entitled to the statutory rights.
6.2 However, warranty claims of the Buyer due to obvious material defects of the delivered
goods shall be excluded if the Buyer does not notify us of the defect within a period of eight days after delivery of the goods. We must be given the opportunity to ascertain any defects reported on site.
6.3 Our liability for damages, irrespective of the legal grounds (in particular in the event of default, defects or other breaches of duty), shall be limited to the foreseeable damage typical for the contract.
6.4 The above limitations of liability shall not apply to our liability for intentional conduct or gross negligence, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.
Industrial property rights and copyrights
7.1 If we deliver on the basis of documents or templates (e.g. models, samples or drawings) provided by the Buyer, the Buyer shall be liable for ensuring that no industrial property rights (patents, trademarks, utility models and designs) or copyrights of third parties are infringed as a result.
7.2 If a claim is made against us by a third party in connection with the use of documents or templates provided by the buyer due to the infringement of industrial property rights or copyrights, the buyer is obliged to support us in the defense against this claim and to reimburse us for all damages, including attorney's fees and litigation costs, which we incur as a result.
Retention of title
8.1 We reserve title to the goods sold until full payment of all our current and future
claims arising from the contract and an ongoing business relationship with the customer (secured claims).
8.2 The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The
buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures).
8.3 If the buyer acts in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions
and to demand the return of the goods on the basis of the retention of title. If the buyer does not pay the purchase price due
, we may only assert these rights if we have previously set the buyer
a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.
8.4 Until revocation, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. The following supplementary provisions shall apply to this
:
8.4.1 The retention of title shall extend to the full value of the products created by processing, mixing or combining our goods, whereby we shall be deemed to be the manufacturer
. If, in the event of processing, mixing or combining with goods of third parties, their
right of ownership remains, we shall acquire co-ownership in the ratio of the invoice values
of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting
product as to the goods delivered under retention of title.
8.4.2 The Buyer hereby assigns to us as security the claims against
third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above Clause 8.4.1. We accept the assignment.
The obligations of the Buyer stated in Section 8.2 shall also apply with regard to the assigned claims.
8.4.3 The Buyer shall remain authorized to collect the claim in addition to us. We undertake not to collect
the claim as long as the Buyer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with Clause 8.3. However, if this is the
case, we may demand that the Buyer informs us of the assigned claims and their
debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In addition, we
are entitled in this case to revoke the Buyer's authorization to further sell and process
the goods subject to retention of title.
8.4.4 If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer's request.
Data protection notice
We collect, process and use your personal data, in particular your contact details, for the purpose of contract processing in accordance with Art. 6 para. 1 lit. b) GDPR. We may use information (e.g. a so-called score value) from external service providers to check your creditworthiness and make the payment method dependent on this. For details, please refer to our privacy policy.
Final provisions
10.1 If the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between us and the customer shall be, at our discretion, either 12555 Berlin or the customer's registered office. In these cases, however, 12555 Berlin shall be the exclusive place of jurisdiction for legal action against us. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
10.2 The contracts between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply.
10.3 Insofar as the contract or these General Terms and Conditions of Sale and Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract
and the purpose of these General Terms and Conditions of Sale and Delivery if they had been aware of the loophole.

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