General Terms and Conditions
§ 1 General
The deliveries, services and offers of mh SERVICE GmbH are made exclusively on the basis of these terms and conditions. These also conditions also apply to all future business relationships, even if they are not expressly agreed upon again. Deviations from these terms and conditions are only effective when confirmed in writing by us.
§ 2 Offer and conclusion of contract
The offers of mh SERVICE GmbH are subject to change and non-binding. Declaration of acceptance and all orders require a written, telexfax or an email confirmation from us to be legally effective. The same applies to additions, changes or side agreements. In the case of immediate delivery, the written confirmation can also be replaced by an invoice. Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
Improvements or changes to the service are permitted provided they are reasonable and take into account the interests of mh SERVICE GmbH. In the case of service and development orders, a written appointment and price commitment is considered as a non-binding guideline and not as a binding commitment, since unpredictable changes in dates and prices can occur. If a buyer exceeds his credit limit mh SERVICE GmbH is released from its delivery obligation.
§ 3 Pricing
All prices are exclusive of packaging, transport and freight insurance and plus VAT where applicable, on the day of delivery from our warehouse. For all deliveries, prepayment or cash on delivery is expressly required unless otherwise agtreed by us. mh SERVICE GmbH is bound to the prices contained in its offers for 15 days from the offer date, unless exceptions have been agreed by us in written form. The prices stated in the order confirmation of mh SERVICE GmbH are decisive. Additional services that are not included in the order confirmation will be charged separately. For call orders, the agreed price serves only as a basis when the contract/offer is concluded. Price changes during the term of the call contract entitle mh SERVICE GmbH to adjust the price.
§ 4 Delivery and performance times
Dates and delivery times are non-binding, unless expressly agreed otherwise in writing. The specification of certain delivery times and delivery dates by mh SERVICE GmbH is subject to the correct and timely delivery of mh SERVICE GmbH by it’s suppliers and manufacturers. Delays in delivery and performance due to force majeure or other unforeseeable events that make delivery difficult or difficult for mh SERVICE GmbH or that mh SERVICE GmbH is not responsible for, entitle mh SERVICE GmbH to deliver or perform for the duration of the Postponing disability plus a reasonable start-up time or withdrawing from the contract, if not yet fulfilled, in whole or in part. The delivery period is also extended by the period in which the buyer himself is in default with the fulfillment of his contractual or payment obligations.
If said hindrances last longer than 3 months, the buyer is entitled, after a reasonable grace period (at least 14 days), to withdraw from the contract in whole or in part - if not yet fulfilled. If the delivery time is extended or mh SERVICE GmbH is released from its obligation, the buyer cannot derive any claims for damages from this. mh SERVICE GmbH can only call upon the above-mentioned circumstances if the buyer has been informed immediately. A delay in delivery for which mh SERVICE GmbH is responsible entitles the buyer to withdraw. Claims for damages are excluded. Claims beyond this are excluded unless the delay is based on at least gross negligence on the part of mh SERVICE GmbH. Mh SERVICE GmbH is entitled to partial deliveries and partial services. In the case of supply contracts, each partial delivery and partial service is considered an independent service.
§ 5 Dispatch and transfer of risk
Shipping is usually from the Kandel warehouse. Unless otherwise stated in the order confirmation, delivery is agreed as "ex works". The costs and the risk of transportation, as well as the loading costs, are borne by the buyer. Unless otherwise agreed, we will take out transportation insurance for the benefit and for the account of the buyer. In the case of shipments to mh SERVICE GmbH, the sender bears all risks, in particular the transport risk until the goods arrive at mh SERVICE GmbH.
§ 6 Packaging
The goods are packaged by the manufacturer. The costs for packaging and the disposal of the packaging are to be borne by the buyer.
§ 7 Terms of payment
Depending on the agreement, all invoices are payable in advance, in cash, by cash on delivery, a crossed cheque, a eurocheque or by self-collection and direct payment, unless otherwise agreed. The buyer is only entitled to buy on account when agreed upfront, to offset payment, hold back or reduce payment only if agreed in advance and after any counterclaims have been legally established or are undisputed. Part deliveries and partial services may be invoiced separately. A payment is only deemed to have been made when the amount of the claim has been credited to the mh SERVICE GmbH bank account. The same applies with cashing checks.
If the buyer does not meet their payment obligations, stops making payments or a bank does not cash a check, mh SERVICE GmbH is entitled to immediately withdraw from the delivery contract without prior notice. In these cases, all claims of mh SERVICE GmbH vis-à-vis the buyer are due immediately in one full amount. The same applies if mh SERVICE GmbH becomes aware of other circumstances that question the customer's creditworthiness.
If mh SERVICE GmbH continues to adhere to the contract, it is entitled to request advance payment, bank guarantee or securities.
Mh SERVICE GmbH has the right to exclude a buyer/client with open or delayed or unpaid invoices or parts thereof, from further deliveries, even if corresponding supply contracts have been concluded.
From the point of the delayed payments, mh SERVICE GmbH is entitled to charge interest to the current amount of the interest rates calculated by commercial banks for open overdrafts. The buyer bears the entire recovery, any court and enforcement costs.
Mh SERVICE GmbH is entitled to assign and make any related claims.
§ 8 Retention of title – Deed of ownership
Mh SERVICE GmbH retains ownership of all goods and services supplied until all claims arising from or arising out of a business relationship with a buyer, regardless of the type and legal basis, have been paid in full. In the case of an ongoing or open invoice, the reserved property is considered to secure the balance claim. If the buyer installs third-party goods, mh SERVICE GmbH becomes co-owner of the newly created products and goods, in the ratio of the value of the goods delivered by them to the third-party goods used. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default.
The buyer must prevent third party access. If the buyer behaves contrary to the contract – especially by way of late payment, mh SERVICE GmbH is entitled to take back the goods or, if necessary, to assign the buyer's claims against third parties. The withdrawal or taking back of the goods is subject to retention of title by the seller and does not constitute a withdrawal from the contract. If a cheque is not honoured or cashed by a bank, the buyer undertakes to return the received goods to mh SERVICE GmbH at his own expense and risk at the request of mh SERVICE GmbH. The withdrawal and the attachment of the goods are subject to retention of title by mh SERVICE GmbH and does not constitute a withdrawal from the contract.
§ 9 Warranty
The warranty period for all products made by mh Service and delivered by us to end customers is 24 months unless otherwise stated. On products not made by, but delivered by mh Service, then the relevant manufacturers warranty applies, unless otherwise agreed by both parties. The period begins with the delivery date. If operating or maintenance recommendations from mh SERVICE GmbH or the individual manufacturers are not followed, or changes are made to the goods, parts replaced, or consumables are used that do not meet the original specifications, then any warranties are void. Before the contract is changed, mh SERVICE GmbH must be granted a period of 14 days for rectification. The buyer must notify mh SERVICE GmbH in writing of any defects immediately upon receipt of the delivered item/s.
Defects not discovered within this period, even after careful inspection, must be reported to mh SERVICE GmbH in writing immediately after discovery. Returns of goods due to defective or other non-contractual delivery are only permitted in consultation with mh SERVICE GmbH with specific reference to the respective delivery note / invoice number. With all returns, the customer bears the risk of accidental deterioration and accidental destruction until the return of the goods to mh SERVICE GmbH. By replacing parts, assemblies or entire devices, no new warranty periods come into force. Worn out parts, as well asdamaged parts due to improper use, storage and handling of devices, as well as external intervention and opening of devices means that warranty claims are excluded.
The guarantee is limited exclusively to the repair or replacement of damaged delivered items. The risk of loss, of any data on the devices to be repaired by mh SERVICE GmbH, must be borne by the customer. Liability for normal wear and tear is excluded. If the repairs fail after a reasonable period of time, yet still within the regular warranty period, the buyer can choose to have the remuneration reduced or the contract canceled if no other solution can be agreed upon.
§ 10 Software
Insofar as certain software programs are included in the scope of delivery, the buyer is granted a simple, unlimited right of use, i.e. he/she may neither copy them nor let others use them. A multiple right of use requires a special written agreement. In the event of a violation of these rights of use, the buyer is fully liable for the resulting damages.
§ 11 Claims for damages
mh SERVICE GmbH is only liable for claims for damages arising from a unallowed and proven breach of contract, tort, organizational fault, fault upon conclusion of the contract if it or when its vicarious agents are guilty of intent or gross negligence.
§ 12 Applicable laws
The law of the Federal Republic of Germany is binding for these terms and conditions, as well any legal relationships between mh SERVICE GmbH and the buyer.
Other national rights, as well as the uniform international sales laws (EKA, EKAG from July 17, 1973) are not applicable.
If the buyer is a fully qualified trader under the terms of the German Commercial Code, a legal entity under public law or a special anknowledged public entity, then Kandel is exclusively the agreed place of jurisdiction for all disputes arising directly or indirectly from the business relationship.
Should a provision in these terms and conditions or any other provision within the scope of other agreements be ineffective, the effectiveness of all other provisions or agreements will not be affected.
§ 13 Data Protection
mh SERVICE GmbH is entitled to store and process information and data about the customer using electronic data processing (EDP) for normal business processes and purposes.