General Terms and Conditions

Müller-electronic GmbH
Development – Production of electronic devices
Fritz-Garbe-Str. 2, 30974 Wennigsen
Tel: 05103/7060-0 Fax: 05103/7060-70

1. conclusion of contract
1.1 We sell and deliver only on the basis of the following terms of delivery and payment. The purchase contract requires the written order confirmation of the seller Müller-electronic GmbH (hereinafter referred to as ME) to be binding. By placing an order, the customer (hereinafter referred to as the customer) accepts these General Terms and Conditions without reservation.
1.2 The purchase contract, its amendments and (or) modifications must be made in writing. Offers from ME are subject to change.
1.3 ME reserves the right to prior sale; furthermore, the purchase contract shall be processed via a specialist dealer to be named by ME.
1.4 Service descriptions in price lists, offers and other general printed matter must be expressly included in the contract in order to be binding.
1.5 ME reserves the property rights and copyrights to all documents prepared in the course of the execution of the contract. These documents may not be published, reproduced or made accessible to third parties or used for any other purpose without the consent of ME.
2. prizes
2.1 All prices are calculated according to the net price lists valid on the day of delivery plus the applicable value added tax. ME reserves the right to correct the prices stated in the order confirmation accordingly.
2.2 The customer shall bear the costs of shipment (packaging, freight and postage) and these shall be invoiced separately.
3. shipping and transfer of risk
3.1 The customer shall specify the shipping instructions with the order. Otherwise, ME shall select the most suitable means or route of transportation at its own discretion without any claim to the most favorable shipment.
3.2 At the customer’s request, the consignment shall be insured at the customer’s expense against the risks specified by the customer – as far as possible.
3.3 The risk of being obliged to pay the purchase price despite loss of or damage to the goods shall pass to the customer upon dispatch from the place of delivery. If dispatch is delayed through no fault of ME, the goods shall be stored at the customer’s expense and risk. Notification of readiness for dispatch shall be deemed equivalent to dispatch.
4. delivery times
4.1 Delivery dates are specified in the order confirmation as accurately as possible to the best of our knowledge. They are non-binding and set in such a way that they can be met in the normal course of business. The delivery period shall commence upon receipt of the order confirmation by the customer, but not before the customer has provided the documents, approvals and releases to be procured by the customer and not before any agreed down payment has been made.
4.2 In all cases of force majeure, strike, lockout, insufficient material and energy supply, lack of transportation facilities and other similar events, regardless of whether these circumstances have occurred at ME or a sub-supplier, the delivery period shall be extended appropriately. This shall also apply if ME is unable to meet the delivery dates due to circumstances for which the customer is responsible.
4.3 In the event of default by ME, the customer may withdraw from the contract after expiry of the reasonable grace period set by it, which must be combined with the notification that the customer will refuse performance after expiry of the grace period, if the goods have not been reported ready for dispatch by the expiry of the grace period. The period shall commence upon receipt by ME of the customer’s written grace period. Compensation for non-performance is excluded if ME has not caused the delay at least through gross negligence.
5. default of acceptance
5.1 If the customer refuses acceptance after the expiry of a reasonable grace period set for him or if he expressly declares beforehand that he does not wish to accept, ME may withdraw from the contract or demand compensation for non-performance. This shall amount to 1/3 of the order price, unless the customer can prove lower damages. Nevertheless, ME reserves the right to claim higher proven damages.
6. payment
6.1 Payments shall be made without any deductions within 30 days of the invoice date. The invoice amount must be available to ME on the 30th day from the invoice date. The invoice date shall be decisive for the payment deadline.
6.2 Discounts may only be deducted if they are expressly permitted on the invoice; unjustified discounts will not be recognized. Furthermore, cash discounts shall not be granted if the customer is in arrears with the payment of earlier deliveries.
6.3 Deliveries up to EUR 300.00 may be made by ME at its own discretion by cash on delivery.
6.4 Offsetting is only permitted with undisputed or legally binding claims. Rights of retention are only permissible within the scope of §320 BGB.
6.5 Bills of exchange or checks are only accepted on account of performance, never in lieu of performance.
6.6 If the customer is in default of payment, he shall bear the costs for reminders and pay interest on the amount owed at 8% above the respective discount rate of the Deutsche Bundesbank. In the event of default of payment, ME shall be entitled to declare all outstanding claims due immediately, including those for which bills of exchange have been given, and to provide outstanding services only against advance payment or against sufficient security.
6.7 Development costs are payable net without deduction.
7. rights of withdrawal
7.1 If, after conclusion of the purchase contract, ME becomes aware of circumstances which call into question the customer’s creditworthiness or facts which would have caused ME to withdraw from the purchase contract in accordance with the practices of a prudent businessman, ME shall be entitled to make no further deliveries to the customer until the customer has made the payments or has deposited an appropriate security for the purchase price claim. ME is also entitled to withdraw from the contract, taking into account and charging any expenses incurred to date.
8. reservation of title
8.1 ME shall retain title to the delivered goods until the purchase price has been paid in full. The customer may only sell or process the goods in the ordinary course of business.
8.2 The customer is prohibited from pledging or assigning the reserved goods as security. The customer must inform ME immediately in the event of seizure or confiscation or other measures by third parties.
8.3 In the event of default of payment, ME reserves the right to assert its ownership rights to the goods.
8.4 Claims arising from the resale of the goods subject to retention of title are hereby assigned to ME. This shall also apply in the event that the goods subject to retention of title are processed or mixed with other goods. The original invoice amount of the reserved goods shall remain decisive for the value. The customer is only entitled to collect the assigned claim as long as it meets its payment obligations. ME accepts the assignment.
8.5 Collateral provided to ME to secure the claim shall oblige ME to release it at the customer’s request if the value of the collateral provided is at least 20% above the value of the claim. The choice of collateral is at the discretion of ME.
9. warranty
9.1 The customer must notify ME immediately of incomplete and incorrect deliveries.
9.2 Warranty claims for obvious defects shall lapse if the customer does not give notice of them within two weeks of delivery. Defects must be reported in writing immediately after discovery.
9.3 ME shall provide a guarantee for the goods for a period of 6 months from delivery. Within this period, the customer is entitled to a free replacement or free repair of the device in the supplying factory for devices that become defective due to material or manufacturing faults. Costs for travel and working time of a technician or transportation costs shall be borne by the customer.
9.4 Replaced parts shall become the property of ME.
9.5 The warranty claim does not extend to damage caused by normal wear and tear, improper handling, unusual environmental influences or the effects of force. The claim also expires in the event of repairs and other interventions by the customer or third parties.
9.6 Claims for rescission of the purchase contract (rescission), reduction of the purchase price (reduction) and claims for compensation for direct damage incurred are excluded.
10. infringements of property rights
10.1 The customer undertakes not to infringe any third-party property rights (patents, licenses, trademarks, etc.) during further processing or sale.
11. software
11.1 All software created by ME for customers shall remain the exclusive property of ME.
11.2 All programs, documentation and materials supplied to the customer may only be used for the agreed purpose. The customer undertakes to keep all manuals, programs and documentation provided within the scope of the business relationship secret and to store them in a safe place and protect them from access by third parties. The customer shall assume liability in the event of violations for his own and third-party fault.
12. place of fulfillment and jurisdiction
12.1 The place of performance and jurisdiction for mutual claims is Hanover.
12.2 However, ME shall also be entitled to assert its claims at the customer’s registered office.
13. final provisions
13.1 The law of the Federal Republic of Germany shall apply exclusively.
13.2 If any part of the above terms and conditions becomes invalid, this shall not affect the validity of the remaining provisions. These shall then be replaced by a provision that comes closest to the economic purpose of the invalid provision.
Status February 2021