1. General information
These General Terms and Conditions (GTC) shall apply to the entire business relationship with contracting parties of Mues-tec who are traders (Section 14 German Civil Code), legal entities under public law or special funds under public law (hereinafter: Contracting Party). Mues-tec’s GTC shall apply exclusively to the entire business relationship. The Contracting Party’s General Terms and Conditions shall not be recognized unless Mues-tec has expressly agreed to them in writing.
2. Conclusion of contract
2.1 Unless expressly designated as binding, offers made by Mues-tec shall be subject to change. The contract with Mues-tec shall be concluded by written confirmation of the order or by delivery of the products. Only the order confirmation issued by Mues-tec shall be relevant to the content of the contract.
2.2 The person who used the communication device (e.g. the caller) is responsible for errors in telephone or electronic communication.
2.3 Mues-tec reserves all rights in quotations, diagrams, drawings, technical illustrations and explanations. They may not be reproduced or disclosed to third parties without the prior written consent of Mues-tec.
2.4 The Contracting Party is obliged to provide truthful information when registering. In the event of a change in the Contracting Party’s details, in particular name, address, e-mail address, telephone number or bank details, the Contracting Party is obliged to notify Mues-tec of this change without undue delay. If the Contracting Party fails to provide such information or provides false information from the outset, Mues-tec reserves the right to withdraw from the contract or to claim damages. Withdrawal shall be made in writing. The Contracting Party shall ensure that it can be contacted at the provided e-mail address from the time it is provided and that it is not prevented from receiving e-mails due to message forwarding or because the e-mail account is closed or full.
3.1 The delivery periods stated by Mues-tec in the order confirmation are not binding. The delivery period shall not commence before receipt of the documents, approvals and releases required for the execution of the contract, insofar as these are to be provided by the Contracting Party. If shipment of the products has been agreed, the delivery dates shall refer to the time when the products leave Mues-tec’s warehouse or when the Contracting Party is notified that the products are ready for shipment. Delivery will only be made upon receipt of an agreed down payment by the Contracting Party.
3.2 Unforeseen impediments to delivery (e.g. industrial disputes, delayed supply to Mues-tec, strikes, energy supply problems, pandemics, force majeure, etc.) for which Mues-tec is not responsible shall entitle Mues-tec to extend the delivery period by the duration of the disruption. Mues-tec shall inform the Contracting Party without undue delay of any unforeseen impediments to delivery. In such a case, the Contracting Party is not entitled to withdraw from the contract. In the event that it is not foreseeable that Mues-tec will be able to perform within a reasonable period of time, at the latest, however, within four (4) months, Mues-tec and/or the Contracting Party may withdraw from the contract by means of immediate written notice. The same shall apply if the impediments still exist three (3) months after Mues-tec has given notice thereof. If the reasons for the impediment were already apparent to Mues-tec at the time the contract was concluded, Mues-tec shall not be entitled to withdraw from the contract.
3.3 Mues-tec shall be entitled to make partial deliveries to a reasonable extent, i.e. if the partial delivery can be used by the Contracting Party within the scope of the contractual purpose, the delivery of the remaining ordered products is ensured and the Contracting Party does not incur significant additional expenses or costs as a result.
3.4 All deliveries shall be made ex works (EXW) Freiburg im Breisgau (Incoterms 2020).
4. Retention of title
4.1 The goods shall remain the property of Mues-tec until payment has been made in full. The retention of title extends to the satisfaction of all claims arising from the business relationship, including products for which the Contracting Party has not already paid in full prior to delivery. The goods subject to retention shall therefore secure the respective balance. The Contracting Party assigns to Mues-tec in advance its claims arising from resale or on any other legal basis (e.g., insurance, torts). Mues-tec hereby accepts the assignment. In the event of resale with Mues-tec own or third-party goods, the assignment shall only apply to the amount of Mues-tec’s claim for purchase price.
4.2 The Contracting Party shall be entitled to resell the goods in the ordinary course of business provided that it is not in default. The Contracting Party may neither pledge nor transfer the delivered goods as security. Mues-tec must be notified prior to delivery of any rights of third parties which could affect the goods subject to retention.
4.3 If the goods subject to retention are combined with other items or further processed, the retention of title shall continue to the extent described (extended and prolonged) in respect of the processed item. Mues-tec thereby acquires a co-ownership share in the ratio of the value of the goods subject to retention (invoice value) to the value of the other combined items. If one of the combined items is to be regarded as the main item, the Contracting Party shall transfer co-ownership to Mues-tec in the ratio of the value of the products supplied by Mues-tec (invoice value) to the value of the other combined items. The Contracting Party shall store the new item free of charge with regard to Mues-tec’s co-ownership share. If the goods subject to retention are resold as part of the new item, the agreed advance assignment shall only apply to the amount of the invoice value of the goods subject to retention.
4.4 The Contracting Party shall remain entitled to assert claims arising from the resale against third parties in its own name. This collection authorization is revocable and expires when the Contracting Party is in default. At Mues-tec’s request, the Contracting Party shall disclose the assignment and provide Mues-tec with the information and documents required for the collection of the claims.
4.5 The Contracting Party must inform Mues-tec immediately of any third-party access to the goods subject to retention, including assigned claims. Damages resulting from a breach of the duty of disclosure, e.g., due to delayed or omitted third-party action against execution, shall be borne by the Contracting Party if it is responsible for them.
4.6 Mues-tec undertakes to release securities at its own discretion as soon as their realizable value exceeds Mues-tec outstanding claims by more than 10%.
4.7 If the law of the country in which the products are located does not permit the agreement of a retention of title or only permits it in a restricted form, Mues-tec may reserve other rights to the products. The Contracting Party is obliged to cooperate in all measures necessary to realize the retention of title or other rights replacing the retention of title and to protect these rights.
5.1 Unless otherwise agreed, the respective valid list prices (net, excl. VAT) shall apply. If the delivery date is dated more than four months from the order date, the list prices valid at the time of delivery shall apply. In the absence of a list price, the price stated in the order confirmation at that time shall apply.
5.2 All prices are ex works and exclude packaging, transport and insurance.
5.3 Prices are always quoted in EUR, even if not specified, unless otherwise stated when confirming the order.
6.1 Invoices are due immediately upon receipt of the goods.
6.2 Deductions are not permitted unless they have been expressly agreed in writing with Mues-tec. Conflicting trade customs are excluded. The Contracting Party may only set off counterclaims against Mues-tec’s claims or withhold payments because of counterclaims if the counterclaims are undisputed or have been legally established or are reciprocal to Mues-tec’s claims.
6.3 Incoming payments shall be offset against all due claims in the order in which they arose. The right of the Contracting Party to make unilateral repayment provisions is waived for the entire contractual relationship.
6.4 If the contracting party is in default of payment of a claim, Mues-tec shall charge a penalty interest of nine (9) percentage points above the base interest rate for the duration of the default.
6.5 Default shall occur after a reminder has been issued, but at the latest on the 30th day after the due date and receipt of an invoice or equivalent payment schedule. The date of payment is the date of receipt on Mues-tec’s account.
6.6 Notwithstanding the provisions of Clause 6.4, Mues-tec shall be entitled to prove that it has suffered greater damage as a result of the delay.
7. Allocation of risk
7.1 Irrespective of the place of performance, Mues-tec’s deliveries shall always be subject to the statutory provisions on sales shipment. The risk of accidental loss and accidental deterioration of the goods shall be borne by the Contracting Party from the time of handover to a suitable transport person. This shall not be affected by freight-free delivery agreements in individual cases. If the Contracting Party is in default of acceptance, the risk shall already pass upon notification of readiness for shipment.
7.2 Return shipments are at the risk of the purchaser unless the purchaser exercises a statutory right of warranty for defects.
8. Warranty for defects
8.1 The limitation period for the statutory warranty for material defects shall be limited by Mues-tec to one year after the product was delivered.
8.2 Deliveries must be inspected immediately upon receipt. Obvious defects must be reported to Mues-tec in writing without undue delay. Defects that are not immediately apparent must be reported in writing upon discovery without undue delay. If this obligation is neglected, the warranty for such defects is excluded.
8.3 In the event of a defect in the purchased goods, Mues-tec shall be entitled to subsequent performance, at its own discretion, either by remedying the defect (subsequent improvement) or by delivering a defect-free item (subsequent delivery). Mues-tec may refuse subsequent performance if it involves disproportionate costs. Remedy for defects shall take place at Mues-tec’s registered office. On-site service deviating from this shall only take place on the basis of a special agreement. Mues-tec shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, labor and material costs; this shall not apply to increased costs due to the delivery item being located at a place other than that of its intended use.
8.4 Goods to be returned must be properly packaged. Transport damage caused by improper packaging shall be borne by the Contracting Party.
8.5 If Mues-tec fails to remedy the defect or refuses to remedy the defect, the contracting party may withdraw from the contract or reduce the purchase price by notifying Mues-tec.
9. and Packaging Act (VerpackG)
9.1 Take-back obligation according to ElektroG. Mues-tec fulfills its take-back obligation according to ElektroG.
9.2 Regulation concerning drop shipping. If the customer passes on goods delivered by Mues-tec to commercial third parties, the customer shall be obliged to ensure that the commercial third party properly disposes of the goods at the end of their use at the expense of the third party and in accordance with the statutory obligations. If the goods are passed on again, the corresponding obligation must be imposed on the purchaser. If third parties to whom goods supplied by Mues-tec have been passed on have not been obliged to contractually fulfill their obligation to dispose of the goods and to continue this obligation due to the customer’s failure to do so, the customer shall be obliged to take back the goods supplied by Mues-tec at its own expense after they are no longer in use and to dispose of them properly in accordance with the statutory provisions. The customer is obliged to document the proper passing on of the obligation. The customer must be able to prove the passing on of the obligation to Mues-tec at any time.
9.3 Suspension of the statutory limitation period. Mues-tec’s claim for indemnification by the customer shall not become time-barred before the expiry of two years after use of the equipment has finally ceased. The two-year expiry suspension shall not commence until Mues-tec has received written notification from the customer of the termination of use.
9.4 Mues-tec’s packaging is licensed in accordance with the Packaging Act. Mues-tec’s registration number is DE1050382414752.
10. Standard of liability
10.1 Mues-tec shall only be liable for intent and gross negligence. This also applies to the liability for vicarious agents and other auxiliary persons.
10.2 The aforementioned limitation of liability shall not apply to the culpable breach of material contractual obligations by executive bodies, legal representatives, employees, vicarious agents and other auxiliary persons. Material contractual obligations are those whose performance gives the contract its character and makes its proper performance possible. Insofar as Mues-tec is not guilty of gross negligence or intent, liability shall, however, be limited to foreseeable, typically occurring damage.
10.3 Liability under the Product Liability Act shall remain unaffected; this shall also apply to liability for culpable injury to life, limb or health. If Mues-tec assumes a guarantee, it shall be liable in accordance with the statutory provisions.
11. Export business
11.1 Legal instruction: Goods supplied by Mues-tec may be subject to German and foreign export controls and embargo regulations. Re-export from Germany and re-import to third countries is then only permitted with the approval of the competent authorities (possibly from several countries and the EU).
11.2 It is the Contracting Party’s responsibility to check in each individual case whether any of the restrictions referred to in Clause 11.1 exist.
11.3 It is also the Contracting Party’s responsibility to inform its customers of the restrictions mentioned in Clause 11.1 and to work towards the fulfillment of existing obligations up to the end customer.
12. Place of performance
The place of performance shall be Mues-tec’s registered office.
13. Place of jurisdiction
13.1 The place of jurisdiction is Mues-tec’s registered office in Freiburg im Breisgau. This applies to local and international jurisdiction. Mues-tec may also sue the Contracting Party at its registered office.
13.2 The aforementioned provision shall apply to contractual relationships with merchants, legal entities under public law and special funds under public law. For non-merchants, the statutory provisions shall apply.
14. Applicable law
These Terms and Conditions shall be governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15. Written form
15.1 Amendments and supplements (individual agreements) must be made in writing. The same applies to the amendment of the written form requirement itself.
15.2 Text form (e-mail, fax, etc.) shall be sufficient to comply with the written form requirement in these General Terms and Conditions, unless expressly stated otherwise.