Modusan GmbH General Terms and Conditions

Validity
1.1 All our deliveries, services and offers are made exclusively on the basis of these general terms and conditions. These are part of all contracts that we enter into with our
Customers (hereinafter referred to as “customer” or “buyer”) about the goods offered by us
close.
1.2 The terms and conditions of the customer or third parties do not apply, even if we
Do not separately object to validity in individual cases. Even when we are referring to a letter
that contains the terms and conditions of the customer or of a third party or on such
refers, this does not constitute agreement with the validity of those terms and conditions.
1.3 Our sales staff is not entitled to make oral agreements with the customer in
to make a connection with the contract that deviates from these general sales and delivery conditions.
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 include a specific acceptance period.
2.2 The customer is in response to an order placed by him and not yet accepted by us
bound 14 calendar days after dispatch. We are entitled to make the offer within this
Accept deadline. Compliance with the deadline is decisive when our
Acceptance is received by the customer. Delivery of the ordered goods is also considered acceptance.
Prices and payment
3.1 The prices are in euros plus sales tax at the statutory rate.
3.2 Unless otherwise expressly agreed in writing, our prices apply when picked up from our warehouse. Costs for packaging and transport are invoiced as a separate invoice item.
3.3 Upon confirmation of the customer's order by us, the invoice amount of the order in the amount of 60% is due for payment. The rest is silent within 14 days after handover
the goods are due for payment in full.
3.4 Payments can only be made at our offices or by transfer to one of us
Please enter the specified bank account. Technical personnel, drivers and service staff in
Sales representatives are not entitled to collect money. We reserve the right to make certain payment methods 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 can only withhold services owed by him due to justified counterclaims arising from the same contractual relationship.
Delivery and delivery time
4.1 The goods are delivered to our business premises or in our warehouse.
4.2 Deadlines and dates promised by us for deliveries and services always apply
only approximate, unless a fixed deadline or a fixed date has been expressly promised
or has been agreed. If shipment has been agreed, delivery periods and delivery dates relate to the time of handover to the freight forwarder, carrier or otherwise with
Third parties engaged in transportation. We are entitled to make partial deliveries.
4.3 Should we fail to meet an agreed delivery date, the buyer is liable before withdrawing from
The contract is obliged to set a reasonable period of grace, which may in no case be less than two weeks.
Place of fulfilment, shipping, transfer of risk
5.1 The place of performance for all obligations arising from the contractual relationship is 12555 Berlin, unless
Something else has been expressly agreed upon.
5.2 We ship the goods if this has been agreed separately in individual cases. The method of delivery and packaging are subject to our due discretion. The shipping costs are borne by the buyer and include the costs of transport insurance taken out by us.
5.3 The risk is transferred to the customer at the latest when the goods are handed over (although the start of the loading process is decisive) to the freight forwarder, carrier or other third party designated to carry out the shipment. This applies even if partial deliveries are made. If shipping or handover is delayed as a result of a circumstance caused by the customer, the risk is transferred to the customer from the day on which the goods
is ready for shipping and we have reported this to the customer.
Guarantee and liability
6.1 In the event of defects in the delivered goods, the buyer is entitled to legal rights.
6.2 Warranty claims by the buyer due to obvious material defects of the delivered
However, goods are 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 identify reported deficiencies on the spot.
6.3 Our liability for damages, irrespective of the legal basis (in particular in the event of delay, defects or other breaches of duty), is limited to foreseeable damage typical of the contract.
6.4 The above limitations of liability do not apply to our liability due to 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 is liable that this does not infringe any industrial property rights (patents, trademarks, utility and design patents) or copyrights of third parties.
7.2 If we are claimed by a third party in connection with the use of documents or templates provided by the buyer for infringement of industrial property rights or copyrights, the buyer is obliged to assist us in defending against this claim and to compensate us for any damage, including attorneys' and litigation costs, that we incur as a result.
Retention of title
8.1 We reserve the right until full payment of all our current and future
Claims arising from the contract and an ongoing business relationship with the customer (secured claims) claim ownership of the goods sold.
8.2 The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The
The buyer must immediately notify us in writing if an application for the opening of insolvency proceedings is filed or if access by third parties (e.g. seizures) to the goods belonging to us takes place.
8.3 If the buyer acts contrary to the 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 demand the return of the goods due to the retention of title. Does the buyer pay the
If the purchase price is not due, we may only assert these rights if we give the buyer
have previously set a reasonable deadline for payment without success or such a deadline is unnecessary in accordance with statutory provisions.
8.4 Until further notice, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. This applies
in addition to the following provisions:
8.4.1 The retention of title extends to the products resulting from processing, mixing or combining our goods at their full value, with us as the manufacturer
apply. If processed, mixed or combined with third-party goods, their
If ownership rights exist, we acquire joint ownership in proportion to the invoice values
the processed, blended or combined goods. In addition, the following applies to the resulting
The product is the same as for the goods delivered under retention of title.
8.4.2 The claims arising from the resale of the goods or the product against
The buyer is already assigning third parties in total or in the amount of our possible co-ownership share in accordance with Section 8.4.1 above to us as security. We accept the assignment.
The buyer's obligations set out in Section 8.2 also apply with regard to the assigned claims.
8.4.3 In addition to us, the buyer remains authorized to collect the claim. We are committed to
not to collect the claim as long as the buyer meets his payment obligations to us, there is no lack of performance and we do not assert the retention of title by exercising a right in accordance with Section 8.3. But is this the
If so, we can demand that the buyer provide us with the assigned claims and their
announces the debtor, provides all information required for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment. We are also
In this case, the buyer's authority to further sell and process
to revoke 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 will release securities of our choice at the buyer's request.
Privacy 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. To check the credit rating, we can use information (including a so-called score value) from external service providers to help make decisions and make the payment method dependent on this. For details, please see 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 does he have 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 is, at our option, either 12555 Berlin or the customer's registered office. However, in these cases, 12555 Berlin is the exclusive place of jurisdiction for lawsuits against us. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
10.2 The contracts between us and the customer are exclusively subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.
10.3 Insofar as the contract or these general terms and conditions of sale and delivery contain loopholes, those legally effective regulations which the contractual partners have agreed in accordance with the economic objectives of the contract shall be considered as agreed in order to fill these gaps
and would have agreed on the purpose of these General Terms and Conditions of Sale and Delivery if they had known the regulatory loophole.

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