MPT Meß- und Prozeßtechnik GmbH
Ferdinand-Porsche-Ring 8
D-63110 Rodgau

Germany

 

Tel.: +49 (0) 6106 - 4853

Fax: +49 (0) 6106 - 18039

General Trading Terms of MPT Meß- und Prozeßtechnik GmbH (hereinafter referred to as “MPT”)

 

The following terms are valid for all our supplies:

 

1. General

1.1 General trading conditions of the customers obligate MPT only if MPT recognizes them in writing.

1.2 Cost estimates, technical elaboration, designs and the like are to be treated as confidential and may only be passed on with express permission of MPT. If it does not come to the conclusion of a contract, these documents remain property of MPT and are to be returned on demand.

1.3 Minimum value of an order is EUR 50.00.

 

2. Prices

2.1 Indicated prices are ex stock excluding packing plus value added tax.

2.2 A quotation remains valid up to 30 days after date of issue.

2.3 Price increases can be set up in case of changes of economic conditions, as far as they have an influence on the pricing, if more than four months have passed between the date of a contract and the supply.

2.4 The customer is entitled to cancel the order in case of a subsequent price increase.

 

3. Payment

3.1Our invoices are to be settled free of charge for MPT within 30 days net without discount.

3.2 For overdue payments, an interest rate of 5 % above the respective basis interest rate of the German Federal Bank, at least however 8% becomes due.

3.3 Payments may only be retained because of counterclaims by a customer, if these counterclaims are uncontested or legally valid.

3.4 All outstanding overdue debits to MPT – also those of other contracts with the customer – become immediately due in case of a suspension of payment by the customer, or if MPT has substantial doubts of the solvency or credit-worthiness of the customer. In these cases MPT is also entitled to execute  pending supplies only against pre-payment or security and, if the pre-payment or security is not carried out within two weeks, to withdraw from the contract without further notice. Further requirements remain unaffected.

 

4. Supplies

4.1 All deliveries take place at danger and cost of the buyer.

4.2 It is incumbent on the buyer to examine the shipment immediately after arrival and to make valid his rights and requirements if necessary directly with the forwarding agent , even if the shipment was sent  free place of destination or the freight was added on the MPT invoice.

4.3 For lack of special details by the buyer concerning a certain route of transportation and a certain packing, MPT will select a suitable transport way and a favourable packaging. Partial deliveries are permitted.

4.4 The term of delivery begins with the MPT confirmation of the order and refers to the time of the dispatching of the ordered product. It will be considered to be sent off in due time after sending the information of the readiness for delivery, if the product cannot be shipped because of other reasons than MPT responsibility.

4.5 Periods and dates extend the term of delivery if the customer does not meet his obligations opposite MPT. In this case, the transition of the risk takes place when the information of the readiness for delivery has been sent off to the customer. Storage costs after transition of the risk will be at the charge of the customer.

4.6 Mode of shipment and packing is left to the MPT discretion. An insurance of the shipment against transport damages and other risks is effected and to be paid by the customer. The taking back of packing will be accepted in agreement with the valid packing regulations. If the customer returns dirty and/or not classified packing, it will be taken back against reimbursement of costs.

4.7 If an inspection is agreed upon, it can only take place immediately after message of the readiness of inspection. The inspection is at the customer's charge. If the inspection does not take place or is not timely or complete MPT will be entitled to ship or store the products at expense and danger of the customer without inspection.

4.8 If the customer cancels the contract after its conclusion, MPT will be entitled to demand an overall remuneration of 35% of the selling price unless MPT proves a higher or the customer a lower damage than the lump sum.

4.9 In case of force majeure or other events, on which MPT does not have an influence and which render seriously  difficult a delivery resp. the service, MPT will be dispensed from  the obligations of the contract, in case of temporary impairments  only for the period of the impairments. An adequate time for a new start must however be granted to MPT. If a delay cannot be expected of a customer, he has the right to immediately terminate the contract in writing after having given MPT a hearing.

 

5. Warranty of Defects

5.1 MPT is responsible for the supplied products according to the law if the customer gives notice of a complaint within 7 days in writing.

5.2 For all parts of rubber or plastic, that are subject to a premature wear due to their material condition and their use, the warranty of MPT for defects does not refer to the natural wear or the damage, arising from  incorrect or insufficient treatment, excessive conditions, not suitable operational funds or from use for purposes other than originally intended.

5.3 The unsatisfactory parts will be repaired or resupplied by MPT. Replaced parts will be the property of MPT and have to be returned. The customer has to give MPT the necessary time and opportunity for rework.

5.4 If the rework does not succeed, the purchaser has the right to request a reduction of the reimbursement or the cancellation of the contract.

5.5 If the final customer of the product is a consumer, he is entitled to recourse to the legal laws of §§ 478, 479 of the BGB (German Civil Code) subject to the further fulfilling of § 377 of the HGB (Commercial Code). However, he is only entitled to indemnification of damages according to the rules of No. 6, para. 1 and 2.

5.6 Exclusion and Limitation of Liability:

5.6.1 For claims to damage and expenditure allowance for culpable actions, independent on the legal argument, e.g. breach of duty, unauthorized  action, manufacturer liability (excluding a liability according to the product liability law), MPT is only responsible for the typical and foreseeable  damage in the case of a minor carelessness, if  the  contract purpose  has seriously been neglected. Apart from that, the MPT liability for a slight negligence is excluded. In case of a liability due to a gross negligence, MPT is held responsible for the typical and foreseeable damage.  Furthermore excluded is a liability independent on the guilt.

5.6.2 The exclusion of the liability and the limitation of paragraph 1 are not effective, if there is a liability for life, for the body or health, a warranty for the quality, or if a fault has maliciously been hided.

5.6.3 The period of limitation of responsibility is generally 12 months after start-up, however 24 months after delivery of the product at the most.

5.6.4 In the event of production according to customer drawings, patterns or other customer instructions, MPT will not take over the responsibility regarding functional qualification of the product or other imperfection, as far as these have been caused by the customer instructions. The customer will exempt MPT from claims of a third party, also regarding product liability, unless MPT has caused the damage intentionally and grossly carelessly.

 

6. Reservation of Proprietary Rights

6.1 Current account/balance proviso (business relation clause): MPT reserves the property to the supplied product, until all claims against the purchaser including the claims of the future, originating from further contracts concluded at the same time or later, have been settled. This is also effective for the entry of a single or the total of the claims in the commercial invoice and if the balance has been shown. The reservation of proprietary rights is also valid for claims by MPT against the purchaser due to repair and spare parts supplies. During the time of the reservation of proprietary rights, a resale, pledging or a transfer by way of security is not admissible.

6.2 Prolonged reservation of proprietary rights in case of a resale with an advanced transfer clause: The customer will be authorized to resale the product in the normal course of business, if he herewith transfers all rights resulting from a resale against customers or third parties to MPT. If proviso products, unprocessed or after being processed, are sold, the purchaser transfers the claims arising from the resale in the full amount to MPT. If proviso products are being sold by the purchaser - after being processed or linked - together with goods not belonging to MPT, the purchaser will transfer already now the claims amounting to the value of the products of reservation of proprietary rights including all secondary rights and status. MPT accepts the transfer. The purchaser is authorized to collect the claims also after a transfer of proprietary rights. The authorization of MPT to collect the claims will not be effected. MPT will however be bound not to collect the claims, while the purchaser meets his obligations of payment and other in due order. MPT has the right to demand the kind of the transferred claims and the name of the debtor, to get all necessary information and documents und to inform the debtors correspondingly.

6.3 Prolonged Reservation of Proprietary Rights for Products after being Processed: If the customer processes, connects, mixes or combines the reserved property with other merchandise not belonging to MPT, MPT becomes joint owner of the newly created article with a share corresponding to the proportion of its reserved property to the other merchandise at the time the processing, connecting, mixing or combining took place. If the purchaser has the exclusive ownership of the new product, both parties to the contract agree that the purchaser grants MPT a joint ownership at the new product in the proportion of the value of the processed resp. linked or mixed proviso product, and that he will keep the product safely and free of charge for MPT.

6.4 Cheque / Bill of Exchange Clause: If a bill of exchange is drawn in connection with the payment of the purchase price by the buyer, the reservation of proprietary rights will not expire before honouring the bill of exchange by the purchaser being the drawee.

6.5 Transfer Clause: If the value of the existing securities exceeds the claims to be secured more than 20 %, MPT will be obliged to release the corresponding value if requested by the purchaser.

 

7. Place of Performance and Court of Law

7.1 Any disputes or obligations arising from a business with MPT will be settled before a court of law at the seat of MPT.

7.2 It is the law of the Federal Republic of Germany that is effective for all legal relations between the purchaser and MPT.

 

8. Breaches of a Contract

8.1 In case of contract breaches MPT is only liable for gross negligence.

8.2 The compensation or retention because of counter-claims is only accepted if the counter-claims of the purchaser have been recognized by MPT or legally been stated.

8.3 For non-merchants the legal rules are valid.



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