1.1 These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers (“Buyer”). These General Terms and Conditions of Sale only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of § 310 paragraph 1 BGB.

1.2 Our General Terms and Conditions of Sale apply exclusively. Deviating, opposing, or supplementary General Terms and Conditions of the Buyer will only become part of the contract if we have expressly agreed to their validity. This requirement of consent applies even if the Buyer refers to his general terms and conditions within the framework of the order and we do not expressly object to them.

1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). These General Terms and Conditions of Sale also apply as a framework agreement in the version valid at the time of the Buyer’s order or in the version last communicated to him in text form for similar future contracts without us having to refer to them again in each individual case (Note: for precautionary purposes, the General Terms and Conditions of Sale should be enclosed with the order confirmation in any case).

1.4 Individual agreements made with the Buyer (including side agreements, supplements, and amendments) and specifications in our order confirmation take precedence over these General Terms and Conditions of Sale. For the content of such agreements, a written contract or our written confirmation is decisive, subject to proof to the contrary.

1.5 Legally relevant declarations and notifications of the Buyer regarding the contract (e.g., defect notifications, deadlines, withdrawal or reduction) must be submitted in writing, i.e., in written or text form (e.g., letter, email, fax). Further statutory formal requirements and evidence remain unaffected (if there are doubts about the legitimacy of the declarant).

1.6 Insofar as references to the applicability of statutory provisions are made, they are for clarification purposes only. The statutory provisions apply even without such clarification, unless they are directly modified or excluded in these General Terms and Conditions of Sale.

2. Offer and Contract Conclusion

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), and other product descriptions or documents, including in electronic form. We retain ownership and copyright to all documents provided to the Buyer in connection with the order placement. These documents must not be made accessible to third parties unless we give our express written consent.

2.2 The Buyer’s order of the goods constitutes a non-binding contract offer according to § 145 BGB. We are entitled to accept this contract offer within two weeks after its receipt unless otherwise stated in the order.

2.3 The acceptance of the Buyer’s contract offer can be declared either in writing (e.g., through an order confirmation) or by delivering the goods to the Buyer. If we, as the Seller, do not accept the Buyer’s offer within the period specified in clause 2.2, the documents provided to the Buyer must be returned to us immediately.

3. Prices and Payment Terms

3.1 Unless otherwise agreed in individual cases, our current prices at the time of the contract conclusion apply ex warehouse plus statutory VAT. Packaging costs will be charged separately. Unless a fixed price agreement has been made, reasonable price changes due to changes in labor, material, and distribution costs for deliveries made 3 months or later after the contract conclusion remain reserved.

3.2 In the case of a sale by dispatch, the Buyer bears the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. If we do not charge the actual transport costs incurred in individual cases, we will charge a flat transport fee (excluding transport insurance) of EUR 5.00. Any customs duties, fees, taxes, and other public charges are borne by the Buyer.

3.3 The purchase price is payable exclusively to the account specified on the reverse side. A cash discount deduction is only permissible with a special written agreement.

3.4 Unless otherwise agreed, the purchase price is due and payable within fourteen days from the invoice date and delivery or acceptance of the goods. However, we are entitled to demand advance payment at any time, even within an ongoing business relationship. We will declare such a reservation no later than with the order confirmation.

3.5 The Buyer will be in default upon expiration of the above payment period. During the default, the purchase price is subject to interest at the statutory default interest rate of 8 percentage points above the respective base rate according to § 288 paragraph 2 BGB. We reserve the right to claim further default damages. Our claim for the commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

3.6 If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is at risk due to the Buyer’s inability to perform (e.g., by filing for insolvency proceedings), we are entitled to refuse performance and, if necessary, withdraw from the contract after setting a deadline (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we can declare our immediate withdrawal. The statutory provisions on the dispensability of setting a deadline remain unaffected.

4. Retention Rights

The Buyer is only entitled to set-off or retention rights to the extent that his claim is legally established or undisputed, and his counterclaim is based on the same contractual relationship. In the event of defects in the delivery, the Buyer’s counter-rights, particularly under clause 8.6 sentence 2 of these General Terms and Conditions of Sale, remain unaffected.

5. Delivery Period and Delivery Delay

5.1 All delivery agreements require written form. Delivery periods begin with the date of the order confirmation by Multimedia Axess GmbH and presuppose the clarification of all technical questions.

All delivery obligations are subject to timely and correct self-delivery by Multimedia Axess GmbH. Corresponding dispositions must be demonstrated by Multimedia Axess GmbH.

5.2 If we cannot meet binding delivery deadlines for reasons beyond our control, we will inform the Buyer immediately and simultaneously notify the expected new delivery deadline. If the service is not available within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer will be refunded immediately. Non-availability of the service can be due to, for example, non-timely self-delivery by our supplier, if we have concluded a congruent hedging transaction, other disruptions in the supply chain (e.g., due to force majeure), or if we are not obligated to procure in individual cases.

5.3 Whether a delivery delay on our part as the Seller exists is determined by statutory provisions. A reminder from the Buyer is required for a delay on our part. If there is a delivery delay, the Buyer can claim compensation for his delay damage. The compensation is 0.5% of the net price (delivery value) per completed calendar week of delay, but no more than 5% of the delivery value of the delayed goods. We reserve the right to prove that the Buyer has not suffered any damage or only a significantly lower damage than the aforementioned lump sum.

5.4 The Buyer’s rights under clause 9 of these General Terms and Conditions of Sale and our statutory rights, especially in the event of an exclusion of the performance obligation (e.g., due to impossibility or unreasonableness of the performance and/or subsequent performance), remain unaffected.

6. Delivery, Transfer of Risk, Acceptance, Delay in Acceptance

6.1 Delivery is ex warehouse. The warehouse is also the place of performance for the delivery and any subsequent performance. If the Buyer wishes the goods to be sent to another destination (sale by dispatch), he bears the transport costs. Unless otherwise agreed, we may determine the type of shipment (packaging, shipping route, carrier).

6.2 The risk of accidental loss and accidental deterioration of the goods passes to the Buyer upon delivery to the Buyer. In the case of a sale by dispatch, the risk passes to the Buyer upon delivery of the goods to the carrier or freight forwarder. If an acceptance of the goods has been agreed, it is decisive for the transfer of risk. Otherwise, the statutory provisions of the law on contracts for work and services apply. Delivery or acceptance of the goods is equivalent if the Buyer is in default of acceptance.

6.3 If the Buyer is in default of acceptance or if our delivery is delayed for reasons attributable to the Buyer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). In such a case, we charge a lump-sum compensation of EUR 15.00 per calendar day (starting from the delivery date or, if no delivery date is specified, from the notification of readiness for shipment of the goods). Our statutory claims (compensation for additional expenses, reasonable compensation, termination) and the proof of a higher damage remain unaffected.

6.4 The proof of a higher damage and our statutory claims (especially compensation for additional expenses, reasonable compensation, termination) remain unaffected; the lump sum is to be credited against further monetary claims. The Buyer is entitled to prove that no damage or only significantly lower damage than the aforementioned lump sum has occurred to us.

7. Retention of Title

7.1 We retain ownership of the delivered goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

7.2 Until full payment of the secured claims, the goods subject to retention of title may neither be pledged to third parties nor transferred as security. The Buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties have access to the goods belonging to us (e.g., by seizure).

7.3 In the event of a breach of contract by the Buyer, especially non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and/or to demand the return of the goods based on retention of title. The demand for return does not simultaneously include the declaration of withdrawal; we are entitled to demand the return of the goods and to reserve the right of withdrawal. If the Buyer does not pay the due purchase price, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable under statutory provisions.

7.4 Until revoked in accordance with (c) below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply:

a) Products resulting from the combination, mixing, or processing of our goods are subject to retention of title to their full value, with us being considered the manufacturer. In the event that, in the case of combination, mixing, or processing with goods belonging to third parties, their ownership rights remain in effect, we acquire co-ownership in proportion to the invoice values ​​of the combined, mixed, or processed goods. Otherwise, the same provisions apply to the resulting product as to the goods delivered under retention of title. The buyer also assigns to us, as security, any claims that may arise against a third party from the incorporation of the goods subject to retention of title into real property. In this case, we accept the assignment.

b) The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or products, up to the total amount of the final invoice total agreed with us (including VAT), either in full or to the extent of our potential co-ownership share as per clause 7.4.a. We accept this assignment. The buyer’s obligations set forth in clause 7.2 also apply with respect to the assigned claims.

c) The buyer remains authorized to collect the receivables alongside us. As long as the buyer fulfills their payment obligations to us, there is no deficiency in the buyer’s ability to pay, and we do not assert our retention of title by exercising a right pursuant to clause 7.3, we undertake not to collect the receivables. If we assert a right pursuant to clause 7.3, we may demand that the buyer disclose the assigned receivables and their debtors, and that the buyer provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the buyer’s right to resell and process the goods subject to retention of title.

d) In the event that the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer’s request.

d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

8. Buyer’s Claims for Defects

8.1 The statutory provisions apply to the buyer’s rights in the event of material defects and defects of title (including incorrect or short deliveries as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. This does not affect the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code) and the buyer’s rights arising from separately issued warranties, in particular those provided by the manufacturer.

8.2 Agreements we have made with buyers regarding the quality and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects under the warranty. An agreement on quality encompasses all product descriptions and manufacturer specifications that are part of the individual contract or that we have publicly disclosed (particularly in catalogs or on our website) at the time the contract was concluded. If no quality has been agreed upon, the existence of a defect is to be assessed in accordance with Section 434 Paragraph 3 of the German Civil Code (BGB). In this context, it should be noted that publicly made statements by the manufacturer in advertising or on the product label take precedence over statements by other third parties.

8.3 For goods with digital elements or other digital content, please note that we are only obligated to provide and update the digital content to the extent expressly stipulated in a quality agreement pursuant to clause 8.2. We assume no liability for public statements made by the manufacturer or other third parties.

8.4 We are not liable for defects that the buyer knows about at the time of conclusion of the contract in accordance with § 442 BGB or that he does not know about due to gross negligence.

8.5 The buyer’s warranty claims are valid only to the extent that the buyer has complied with their statutory obligations to inspect and notify the seller of defects (Sections 377, 381 of the German Commercial Code). If the goods are building materials or other goods intended for installation or further processing, an inspection must be carried out immediately before processing. We must be notified in writing without delay if a defect becomes apparent during delivery, inspection, or at a later time. Obvious defects must be reported in writing within 14 working days of delivery, and latent defects within the same period after their discovery. If the buyer fails to fulfill their obligation to properly inspect the goods and/or report defects, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. If the goods were intended for installation, fitting, or assembly, this also applies if the defect only becomes apparent after the corresponding processing due to non-compliance with or breach of one of these obligations. In this case, the buyer is not entitled to compensation for the “installation and removal costs”.

8.6 If the delivered goods are defective, we, as the seller, have the right to choose whether to remedy the defect by repair or by delivering a replacement. If the chosen method of remedy is unreasonable for the buyer in a particular case, the buyer may refuse it. However, we reserve the right to refuse remedy under the statutory conditions. Furthermore, we are entitled to make our provision of remedy contingent upon the buyer paying the outstanding purchase price. The buyer, however, has the right to withhold a portion of the purchase price proportionate to the defect.

8.7 The buyer must grant us the necessary time and opportunity to remedy any defects. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. If we deliver a replacement item free of defects, the buyer must return the defective item to us in accordance with statutory regulations. However, the buyer is not entitled to a right of return.

8.8 Unless we have contractually agreed otherwise, subsequent performance does not include the removal, dismantling, or installation of the defective item, nor the installation, fitting, or fitting of a defect-free item. This does not affect the buyer’s claims for reimbursement of the “installation and removal costs.”

8.9 We will reimburse expenses necessary for inspection and subsequent performance (transport, labor, and material costs, as well as any removal and installation costs) in accordance with statutory regulations and these General Terms and Conditions of Sale if a defect is found. However, we may demand reimbursement from the buyer for costs incurred due to an unjustified request for rectification of a defect if the buyer knew or should have known that no defect actually existed.

8.10 The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses incurred in doing so if there is an urgent need (e.g., in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if he undertakes the remedy himself. If we would be entitled to refuse subsequent performance in accordance with statutory provisions, the buyer has no right to remedy the defect himself.

8.11 The buyer may withdraw from the purchase agreement or reduce the purchase price in accordance with statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is unnecessary according to statutory provisions. However, the buyer is not entitled to withdraw from the contract in the case of a minor defect.

8.12 Claims by the buyer for reimbursement of expenses pursuant to Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, 327 Paragraph 5, 327u BGB).

8.13 Claims for damages or claims for reimbursement of futile expenses of the buyer (§ 284 BGB) also exist in the event of a defect only in accordance with clauses 9 and 10.

9. Statute of limitations

9.1 Notwithstanding Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material or legal defects is one year from delivery. If acceptance has been contractually agreed upon, the limitation period begins with acceptance.

9.2 The limitation period is 5 years from delivery in accordance with the statutory provisions (§ 438 paragraph 1 no. 2 of the German Civil Code (BGB)) if the goods are a building or a component that, according to its usual purpose, has been used for a building and has caused its defectiveness (building material). This applies subject to the other special statutory provisions on limitation periods (in particular § 438 paragraph 1 no. 1, paragraph 3, §§ 444, 445b of the German Civil Code (BGB)).

9.3 The aforementioned limitation periods under the law of sales also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period pursuant to Sections 195 and 199 of the German Civil Code (BGB) would result in a shorter limitation period in a specific case. Claims for damages by the buyer pursuant to Clauses 10.1 and 10.2(a) and those under the Product Liability Act are subject exclusively to the statutory limitation periods.

10. Limitation Period

10.1 Unless otherwise stipulated in these General Terms and Conditions of Sale, including the following provisions, we as the seller shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

10.2 Under the principle of liability based on fault, we shall only be liable for damages, regardless of the legal basis, in cases of intent and gross negligence. In cases of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g., due diligence in one’s own affairs; insignificant breach of duty):

a) for damages resulting from injury to life, body or health,

b) for damages resulting from the breach of a material contractual obligation (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner relies and is entitled to rely). However, in this case, our liability is limited to compensation for foreseeable damages that typically occur.

10.3 The aforementioned limitation periods of the purchase right also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages of the Buyer according to clause 9 paragraph 2 sentence 1 and sentence 2(a) as well as according to the Product Liability Act become statute-barred exclusively according to the statutory limitation periods.

10.4 The buyer may only withdraw from or terminate the contract due to a breach of duty that does not result from a defect if we as the seller are responsible for the breach of duty.

10.5 Ein Kündigungsrecht des Käufers (insbesondere gemäß §§ 650, 648 BGB) wird ausgeschlossen. Im Übrigen gelten die gesetzlichen Voraussetzungen und Rechtsfolgen.

11. Choice of Law and Jurisdiction

11.1 For these General Terms and Conditions of Sale and all legal relationships between us and the Buyer, the law of the Federal Republic of Germany applies, excluding international uniform law, especially the UN Sales Convention. The conditions and effects of the retention of title according to clause 7 are subject to the law of the respective storage location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective.

11.2 If the Buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Essen. However, we are also entitled to bring an action at the Buyer’s general place of jurisdiction. Overriding statutory provisions, especially on exclusive jurisdictions, remain unaffected.

11.3 We are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or a prior individual agreement, or at the buyer’s general place of jurisdiction. This does not affect any overriding statutory provisions (exclusive places of jurisdiction).