General Terms and Conditions of
Mitteldeutsches Paraffinwerk Webau GmbH
1. Our General Terms and Conditions of Delivery and Payment (the “Terms”) are only applicable to companies or other legal persons under public law. They do not apply to consumers.
2. Our Terms apply exclusively. Any terms and conditions of the buyer which are contrary to or differing from our Terms shall not become part of the agreement unless their validity has been explicitly approved by us in writing. Our offers are subject to change unless explicitly stipulated otherwise.
3. Any amendments, changes and supplements to these Terms must be made in writing.
1. The agreed prices are exclusive of the rate of VAT valid at the day of delivery.
2. The price calculation is based on weights, units and quantities determined by us, unless the buyer raises objections immediately upon delivery.
1. Any consulting services provided by us are made to the best of our knowledge and without any liability. All data and information regarding the suitability and application of the supplied goods do not relieve the buyer from its duty to perform its own tests and inspections. This is especially the case when adding raw materials or other components not purchased from us.
2. Research and development work is performed by us with the usual diligence and in accordance with the available state of the art scientific and technical knowledge. We give no warranty and no assurances that the results of the research and development work are economically usable and free from intellectual property rights of third parties.
1. The buyer must accept delivery of the goods on the agreed delivery date or, if no delivery date is fixed, immediately upon receiving notice of the availability of the goods at the place of delivery according to Section X.1. Should the buyer be in default with the acceptance of the goods, we shall be authorized at our choice to ship the goods at buyer's expense, or to store the goods, outdoors if necessary. In this case, we are not liable for the accidental destruction, loss or damage of the goods. If the goods are stored by us, we are authorized to invoice the goods and demand payment one week after the beginning of the default of acceptance.
2. If it has been agreed, contrary to paragraph 1 above, that we are responsible for dispatching the goods, the transport of the goods will be at buyer's expense and choice of the means and the route of transport will be at our discretion, unless the buyer has explicitly instructs us otherwise. The risk is transferred at the time the goods are handed over to the carrier.
3. Partial deliveries are admissible if they can reasonably be expected by the buyer.
4. Delivery dates shall be extended by the duration of any event of force majeure, i.e. any major, unpredictable disruption of operations not caused by us, e. g. by shortage of raw materials, energy or workers, strikes, lock-outs, difficulties in procuring means of transport, traffic interruptions, official decrees and like cases of force majeure affecting us or our suppliers and resulting in exceeding delivery deadlines or in delivery failures. We will immediately inform the buyer of the beginning and ending of such impediments. Should these circumstances cause a delay in delivery of more than one month, both the buyer and we have the right to withdraw the quantity affected by the delivery disturbance from the contract, excluding any claims for damages. This shall not affect the buyer's legal right to withdraw from the contract due to a delivery disturbance which is our responsibility.
5. If delivery is made in returnable containers, these must be returned within 60 days of receipt of delivery, completely emptied and freight paid. Loss and damages of returnable packaging is at the buyer's expense, if he is responsible. Returnable packaging may not be used for other purposes or for different products. They are solely intended for the transport of the delivered goods. Labelling must not be removed.
6. We do not take back single-use packaging.
1. The invoice amount is payable in full within 10 days after receipt of the invoice. Payment is only considered timely, if we have received the amount in the specified account with value of the due date.
2. In the case of late payment, the buyer has to pay default interest at 8 % above the corresponding base rate of § 247 BGB.
3. Providing bills of exchange is no cash payment and requires our previous approval in order to be permissible. Bank and bill of exchange charges are at buyer's expense.
4. Retention and set-off by the buyer are not permitted, unless the claim used for retention or offsetting is undisputed, has been established by final judgment or derives from the same contractual relationship.
5. Non-payment of due invoices or other circumstances suggesting that the buyer's financial situation has deteriorated significantly after concluding the contract, shall entitle us to call due all our claims based on the same legal relationship and demand immediate payment.
1. We retain title to the delivered goods until all claims with regard to the current business relationship have been fulfilled.
2. Processing or mixing the goods shall be performed by buyer on our behalf without generating liability for us. If the goods are mixed or processed with other items not owned by us, the buyer shall transfer to us as security for our payment claim co-ownership in the new item in proportion of the value of the goods subject to reservation of title to the other material processed with the provision that the buyer keeps the new item on our behalf.
3. The buyer is entitled to dispose of the goods in the course of its ordinary business as long as the buyer meets all obligations arising from the business relationship with us.
4. The buyer henceforth assigns to us as security claims resulting from the sale of goods to which we hold title to the extent of our ownership share in the sold goods. If the buyer combines or mixes the delivered goods against payment with materials of a third party, the buyer herewith assigns to us as security its claims for remuneration towards the third party in the amount of the invoice value of the delivered goods. We accept these assignments.
5. Upon our request, the buyer must provide all necessary information about the inventory of goods owned by us and the claims assigned to us and inform its buyers about the assignments.
6. The buyer is obliged to store the goods subject to our retention of title with care and to insure them at its own expenses against loss or damage. The buyer herewith transfers its claims under the insurance contracts to us. We accept this assignment.
7. If the value of the securities exceeds our claims by more than 20 percent, we will, to that extent, release securities of our choice at the buyer's request.
8. The buyer's right to dispose of the goods to which we retain title and to collect the claims assigned to us expires once the buyer stops its payments and/or is insolvent. Should these circumstances occur, we are authorized to demand immediate return of all goods to which we retain title without the need to set a grace period or rescind the contract and excluding buyer’s right to a lien.
9. Should the retention of title be ineffective under the law of the country where the delivered goods are located, the buyer must provide an equivalent security upon our request. Should the buyer fail to comply with this request, we can demand immediate payment of all open invoices without regard to agreed payment dates.
1. The buyer must inspect the goods for defects immediately upon receipt.
2. Defects must be notified in writing immediately after receipt, unless the defect was not apparent during the inspection. If such a defect becomes apparent at a later time, it must also be notified immediately. The notification must be made in writing and describe the type and extent of the defect in detail. Defect claims are statute barred six (6) months after delivery.
3. The buyer is obliged to immediately notify us and give us the opportunity to inspect the defects, if it wants to claim defects of goods delivered by us.
4. In case of rectification of defects, we shall in our discretion either correct the defect or perform a replacement delivery.
5. In case of a correction of defects, we will cover all expenses required for this purpose, unless the cost has increased because the goods were brought to a location other than the place of delivery.
1. Unless otherwise agreed, all further claims for damages of the buyer against us and our employees, workers, representatives and subcontractors, in particular claims for the reimbursement of damages which do not affect the delivered goods, shall not be permitted regardless of their legal grounds. Our liability is in any case limited to the price of the defect goods and in case of toll manufacturing to the price of the service.
2. The liability limitations and exclusions contained in the previous Section VIII.1 and elsewhere in these Terms do not apply, if our liability is mandatory in cases of wilful intent, gross negligence, violation of life, health or bodily injury or if we are legally liable in accordance with the German Product Liability Act (Produkthaftpflichtgesetz).
1. If we have supplied goods made with drawings, models, samples or according to buyer's specifications or used components supplied by the buyer, buyer is liable for any infringement of third party rights. Buyer shall indemnify us against any third party claims and reimburse incurred damages. Any charges incurred by us thus far are for buyer's account. If a third party prohibits us to manufacture or deliver goods based on its intellectual property rights, we are entitled to discontinue all contractual work without examining the legal merits. The costs of possible lawsuits are for buyer's account.
2. All copyrights and industrial property rights to products, processes, models, shapes, mechanisms, designs, drawings designed by us or third parties on our behalf belong to us, even if paid for by the buyer.
1. The place of fulfilment for all obligations of the business relationship or under the individual contract is our respective delivery point, for payments our head office.
2. The place of jurisdiction is in our discretion either our head office or the general place of jurisdiction of the buyer. This also applies to disputes in documentary, bill of exchange or check processes. The buyer is obliged to request us to exercise our right to choose the jurisdiction within a reasonable period.
3. The contractual relationship with the buyer is subject to the laws of the Federal Republic of Germany exclusively, without recourse to its provisions on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is not applicable.
4. We store and process data of the buyer only to the extent required to properly process the contractual relationship and only to the extent permitted by the relevant legal provisions.
In case of a credit risk, we will transfer your data (name, address, e-mail address, information on the company as well as contractual and claim data, if necessary) to check your creditworthiness and the postal deliverability to the specified address as well as for debt collection processing to SCHUFA and to further cooperating credit agencies, where necessary. The legal basis of this transfer is Section 6 I b DSGVO and Section 6 I f DSGVO. Any data transfers according to Section 6 of l f DSGVO may only be made to the extent that this is necessary in order to pursue the legitimate interests of our company and provided that the interests, fundamental rights and freedoms of the person claiming the protection of personal data are not outweighing.
We also collect or use automatically generated probability values in order to make a decision on establishing, conducting or terminating the contractual relationship. Address data may be used to calculate this data among others. For detailed information on our contract partner SCHUFA as defined in Art. 14 DSGVO, i.e. the business purpose, the purpose of data storage, the legal basis, the data recipients of SCHUFA, the right to demand disclosure of personal data stored about a person and the right to deletion and correction as well as profiling, go to https://www.schufa.de/datenschutz-dsgvo/.
In the event individual provisions of these Terms should be or become invalid, the validity of the remaining provisions shall not be affected.
Mitteldeutsches Paraffinwerk Webau GmbH
Owner: Dr.-Ing. B. Schneider,
Dipl.-Ing. L. Schneider
Am Werk 10
MGV- Mitteldeutsche Grundstücks-und Verwaltungsgeselllschaft mbH
Phone: +49 (0) 34441/ 91 – 0
Fax: +49 (0) 34441/ 91 – 111