1. General – Scope of Application
1.1 All contracts, deliveries and other services (especially planning, construction, assembly work and program compilations), including consulting services, are provided exclusively on the basis of the following terms and conditions. Our terms and conditions also apply to current and future business transactions, even if they are not expressly agreed again in individual cases, unless they are modified or excluded with the express consent of MEBIKON GmbH. Terms and conditions of the contractual partner do not become part of the contract, even if MEBIKON GmbH has not expressly objected to them.
1.2 Order changes are only possible in exceptional cases and only if the manufacture of the object of purchase has not yet begun. Any costs for order changes requested by the customer shall be borne by the customer.
2. Offers and Offer Documents
2.1 Our offers are always subject to change and non-binding. If goods are sold out, no contract is concluded. Contracts (e.g. orders and purchase orders) and other agreements only become legally binding for us when we have confirmed or invoiced them in writing. In particular, the prices stated in offers are subject to change and do not include delivery, assembly and other services, unless otherwise stated in the offer.
3. Conclusion and Execution
3.1 Our service is provided with regard to quality, condition and scope in accordance with the agreed order conditions. Changes that serve technical progress are reserved. We reserve the right to make changes and deviations with regard to form, construction and coloring, provided that this does not result in any deterioration in quality, performance or function. If changes or deviations become necessary on our part, the customer will be informed. However, a right of withdrawal only exists if adherence to the contract cannot be reasonably expected of the customer, taking his interests into account.
3.2 Insignificant deviations or deviations due to technical progress in the construction, execution and performance of MEBIKON GmbH products are reserved in comparison to catalog, brochure or internet information, insofar as these are reasonable for the contractual partner.
3.3 The order confirmation issued by MEBIKON GmbH alone determines the scope of delivery. If sales employees or commercial agents make verbal side agreements or give assurances that go beyond the written order confirmation, these always require written confirmation from MEBIKON GmbH.
3.4 Documents pertaining to the offer, such as illustrations, drawings, and specifications of weights and measures, are only approximately authoritative unless explicitly agreed otherwise in writing. MEBIKON GmbH reserves all copyrights to documents, calculations, etc., provided by MEBIKON GmbH. Transfer to third parties is not permitted unless MEBIKON GmbH has given written consent.
3.5 In the case of natural products (e.g., wood, cork), natural variations in color, structure, and other differences/deviations do not constitute grounds for complaint or liability, as these are inherent characteristics of a natural product.
3.6 Sample pieces are non-binding with regard to production-related and/or material-related deviations, i.e., the client is not entitled to make any complaints in the event of insignificant and customary deviations of the delivered goods from the sample in terms of dimension, color, and/or structure.
4. Prices and Payments
4.1 The prices stated in our order confirmation, which are in EURO, shall apply unless otherwise agreed. Additional deliveries and services will be invoiced separately.
4.2 All prices are net prices and are subject to the statutory value-added tax applicable on the day of delivery.
4.3 Unless expressly agreed otherwise, all prices are ex works Nuremberg, excluding packaging, freight, postage, and insurance.
4.4 The customer undertakes to transfer the invoice amount within the payment term stated on the invoice upon receipt.
4.5 All payments must be made in cash. The following are recognized as cash payments: cash, bank transfer; checks or cash checks are recognized as cash payments after being cashed by the bank.
4.6 We reserve the right to invoice interim payments for the value of the contractually compliant service rendered, including the value-added tax due on it, even at short intervals. The services must be proven by us with a verifiable statement that enables a quick and reliable assessment of the service. Services also include the parts of the service specially manufactured and provided for the required service.
4.7 If payment is not made or not made in full within the payment period stated on the invoice, we are entitled to charge default interest from the due date at a rate of 5% above the base interest rate of the European Central Bank valid at the time of the payment default.
4.8 If, after conclusion of the contract, we become aware of circumstances that suggest that our claims are at risk, we can make the delivery dependent on advance payments or securities in the amount of our total claims. This applies in particular if the customer is in default with other payments to us. If the customer does not comply with the request for advance payment or security, we can demand compensation for damages due to non-performance or withdraw from the contract. In this case, the
customer is not entitled to any claims against us, in particular no claim for delivery.
4.9 If deductions are made from our invoices, these must be listed individually and sufficiently justified with the addition of corresponding documents.
5. Production and Order Changes
Our products are generally custom-made according to your wishes and dimensions. Changes after order confirmation, deletions or cancellations, as well as returns, are not possible.
For these reasons, order changes are only possible in exceptional cases and only if the manufacture of the object of purchase has not yet begun. Any costs for order changes requested by the customer shall be borne by the customer.
6. Dispatch and Transfer of Risk
6.1 Dispatch is ex works (EXW) at the expense of the contractual partner. The risk is thus transferred to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of dispatch. Unless otherwise agreed in writing, MEBIKON GmbH will invoice the contractual partner for the costs of insuring the transport at 0.06% of the net value of the goods. Unless otherwise agreed, the choice of dispatch route and means of transport is left to Degen MEBIKON GmbH.
6.2 In the event of a return, the customer must choose the same form of dispatch as for the delivery at his own expense. The customer must adequately insure the goods at his own expense.
6.3 In the event of delivery by our own employees, the risk is transferred to the customer as soon as the goods are made available to him. If the goods are taken back for reasons for which we are not responsible, the buyer bears the risk until the goods are received by us.
6.4 If dispatch is delayed at the request of the contractual partner for reasons for which the contractual partner is responsible, the goods shall be stored at the expense and risk of the contractual partner. In this case, notification of readiness for dispatch is equivalent to dispatch.
6.5 Furthermore, the risk of loss and damage passes from MEBIKON GmbH to the contractual partner upon provision of the goods in the warehouse; in the case of drop shipments, the risk passes to the contractual partner upon provision in the warehouse or factory of the Degen MEBIKON GmbH's supplier(s). If delivery does not take place on an ex-works basis in accordance with special agreements, the transfer of risk shall apply in accordance with the agreed Incoterm.
7. Delivery, Delivery and Service Time
7.1 The dates and deadlines stated by us are non-binding unless expressly agreed otherwise in writing. In this case, the delivery periods depend on whether all technical questions and the details of the execution have been clarified with the contractual partner at this time. The delivery obligation of Degen MEBIKON GmbH is also conditional on the timely and proper fulfillment of the obligations of the contractual partner (e.g. provision of documents, approvals, releases, etc. to be procured by the contractual partner).
Partial deliveries are permissible to a reasonable extent.
7.2 If we are prevented from fulfilling our obligations by force majeure or unforeseen circumstances that we cannot avert despite exercising reasonable care according to the circumstances, and which demonstrably have a significant impact on the delivery of the product, the delivery shall be delayed to a reasonable extent, provided it does not become impossible. If the delivery or service becomes impossible, we shall be released from the delivery obligation. This also applies if the circumstances occur at the suppliers of MEBIKON GmbH and their sub-suppliers.
7.3 Claims for damages of any kind due to delivery delays or impossibility of delivery are
excluded in these cases, unless we are guilty of gross negligence or intent. With regard to the
customer's right of withdrawal, the statutory provisions shall remain in effect in these cases.
7.4 Products deviating from the listed versions, as well as all articles whose delivery took place more than 6 months ago, and products that have been put into use, cannot be taken back or credited.
7.5 If the contractual partner is in default of acceptance, MEBIKON GmbH is entitled to claim damages in lieu of performance and, irrespective of the possibility of claiming higher damages, to demand 20% of the sales price as compensation.
8. Guaranteed characteristics, notices of defects
8.1 The customer is obliged to inspect the delivered goods immediately upon arrival for obvious defects that would be readily apparent to an average customer. Obvious defects include, but are not limited to, easily visible damage to the goods and cases in which a different item or an insufficient quantity is delivered than ordered.
8.2 Such obvious defects must be reported to us in writing within one week of handover of the goods to the customer or the customer's designated recipient, or receipt of the goods by the customer or the customer's designated recipient, and prior to processing, consumption, use, installation or resale.
8.3 Defects that only become apparent later must be reported to us within two weeks of their discovery by the customer.
8.4 In the event of a breach of the obligation to inspect and give notice of defects, the goods shall be deemed approved with regard to the defect in question.
9. Warranty
9.1 All warranty claims, including those for hidden defects, shall expire no later than 12 months from receipt of the
goods at the destination. For non-merchants, the statutory limitation period of two years applies (pursuant to § 438 Para. 1 No. 3 BGB) from receipt of the goods at the destination. The destination is the delivery address according to the delivery note.
9.2 The warranty shall initially be provided at our discretion by repair or replacement. In the event of a replacement, the customer is obliged to return the defective item. If the customer or a third party improperly carries out repairs themselves, all warranty claims shall become void. The same applies to any changes to the goods without our prior consent.
9.3 If the defect cannot be remedied within a reasonable period or if the repair or replacement is to be regarded as failed for other reasons, the customer may, at his discretion, demand a reduction in the remuneration (reduction) or withdraw from the contract. In the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract.
9.4 Warranty claims only exist in the event of intended use of the object of purchase and careful handling.
9.5 Warranty claims do not exist in the following cases:
– In the event of defects due to improper maintenance and cleaning, due to damage, overstressing, improper use, treatment or repair.
– In the event of changes to the object of purchase, provided these have not been approved by the seller.
– In the event of natural wear and tear.
– For third-party products that are connected to deliveries and services from us or used together with these products, whereby we assign to the customer those liability claims against the supplier of the third-party service to which we are entitled.
– For the functionality of our deliveries and services, provided that these are connected to or operated together with third-party products by the customer.
9.6 If the customer receives a defective assembly manual, we are only obliged to deliver a defect-free assembly manual, and only if the defect in the assembly manual prevents proper assembly.
9.7 Rights regarding the remaining partial deliveries cannot be derived from defective partial deliveries.
9.8 Warranty claims of any kind that go beyond free subsequent delivery or repair, especially for consequential damages to the customer or third parties, are expressly excluded, with the exception of claims for damages due to the absence of expressly guaranteed properties or if the cause of the damage is based on intent or gross negligence.
9.9 Claims for defects do not exist if there are only insignificant deviations from the quality or only an insignificant impairment of the usability. The warranty claims for permanently installed products from MEBIKON are limited to the repair of defective goods or replacement delivery. The contractual partner bears in particular the costs of installation and removal.
9.10 Projector lamps: Free replacement is only provided within the first 90 days or 200 operating hours (if the manufacturer grants a longer warranty period, this applies to its conditions and is automatically adopted) from the first start-up according to the operating hours counter in the device; the replacement must be carried out by the MEBIKON specialist workshop or by a service partner authorized by it. In order to claim the rectification of defects, the completely filled-out warranty certificate and/or the purchase receipt must be presented. The rectification of defects does not mean an extension or a new beginning of the warranty period. The claim for rectification of defects refers only to the first buyer and is not transferable.
9.11 The customer bears the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of the determination of the defect and for the timeliness of the notification of defects.
10. Special regulation DOA (Dead on Arrival)
A DOA is a (technical) hardware defect during initial start-up or initial installation.
10.1 We recognize a defective device as DOA up to 7 days after the purchase date (end customer invoice date, based on calendar days), but no longer than 30 days from the delivery note date from MEBIKON to the dealer.
The dealer must provide/send an exact description of the defect, the serial number and the purchase receipt. Please send the corresponding DOA notification within the 7-day period to: support@mebikon.de
10.2 The DOA handling does not apply in the presence of operating errors or mechanical damage. There is no legal claim to a DOA regulation. We offer this subject to change as a voluntary guarantee (as an extension in addition to the statutory warranty claims). The delivered goods must always be checked immediately and a defect must be reported immediately.
10.3 DOA claims asserted within the 7-day period will be settled by exchanging the defective goods for equivalent new goods, repair/rework or with a credit note (purchase price at the original purchase time of the goods). The choice is with MEBIKON. The DOA processing must be carried out by MEBIKON within 7 working days of receipt of the defective goods.
10.4 The shipment of the returned goods must be properly packed in the original box including the external labeling with the assigned RMA number. This is done either by the end customer or the dealer.
10.5 MEBIKON bears the costs for the outward and return transport of the DOA goods. If necessary, MEBIKON will collect the goods itself with its own logistics. This decision is up to MEBIKON.
10.6 Dealers and end customers are not entitled to carry out a replacement or repair. In principle, no costs for handling, packaging, processing, repair, replacement, etc. will be reimbursed. This applies to both the end customer and the dealer. Should the dealer request a new shipping address that differs from the original order, the dealer shall bear any additional costs incurred (shipping, goods insurance, etc.).
11. Limitations of liability
11.1 We exclude our liability for slightly negligent breaches of duty, provided that these do not concern essential contractual duties, damages resulting from injury to life, limb or health or guarantees or claims under the Product Liability Act. The same applies to breaches of duty by our vicarious agents.
11.2 The limitation period for claims against us that are not based on intentional conduct attributable to us is one year.
11.3 MEBIKON passes on the guarantee of the respective manufacturer for data and video projectors and other technical devices. The guarantee promise loses its validity if unauthorized interventions have been made on the device, in the event of errors that have occurred due to improper handling, or in the event of damage due to external influences.
The following are generally excluded from the guarantee: lamps and other glass parts, batteries and rechargeable batteries.
12. Non-acceptance
12.1 If ordered goods are not accepted, we can make use of our legal rights.
12.2 We can also withdraw from the contract without being obliged to do so.
12.3 If we demand compensation for damages, this amounts to 15% of the purchase price. The compensation for damages is to be set higher or lower if we prove a higher damage or the customer proves a lower damage.
13. Retention of title
The goods are delivered under retention of title in accordance with § 455 BGB with the following extensions:
13.1 The goods shall remain the property of the seller until full payment of all claims of the seller against the buyer arising from the business relationship, including those arising in the future.
13.2 The customer is obliged to treat the goods subject to retention of title with care. If maintenance and inspection work are required, the customer shall carry this out regularly and in good time at his own expense.
13.3 The customer is obliged to notify us immediately of any access by third parties to the goods subject to retention of title, for example in the event of seizure, as well as any damage to or destruction of the goods subject to retention of title.
The customer must notify us immediately of any change of ownership of the goods subject to retention of title, as well as any change of his own place of residence or business.
13.4 In the event of a breach of contract by the customer, in particular in the event of default in payment or breach of duty, we are entitled to withdraw from the contract in accordance with 12.2 and 12.3 above and demand the return of the goods subject to retention of title.
13.5 The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice value that accrue to him from the resale against a third party.
We accept the assignment. After the assignment, the customer is authorised to collect the debt. We reserve the right to collect the debt ourselves as soon as the customer fails to meet his payment obligations properly and is in default of payment or encounters payment difficulties.
13.6 Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods delivered by us in relation to the other processed items. The same applies if the goods are mixed with other items not belonging to us.
13.7 We undertake to release the securities to which we are entitled at the customer's request insofar as the realisable value of our securities exceeds the claims to be secured by more than 20%. The selection of the securities to be released is at our discretion.
14. Offsetting, Retention
The customer shall only be entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, he is only authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship, i.e. does not arise from earlier or other transactions of the current business relationship.
15. Repairs
If a cost estimate is desired before the execution of repairs, this must be expressly stated. The costs for the estimate shall be reimbursed if the repair is not commissioned, provided that there is an ongoing business relationship between MEBIKON GmbH and the contractual partner for which these general terms and conditions apply.
MEBIKON GmbH shall be free to decide whether a repair is carried out in its own or an external workshop. Costs for shipping and packaging shall be borne by the contractual partner.
16. Data protection
MEBIKON GmbH points out in accordance with § 33 of the German Federal Data Protection Act that the contract data is stored in a data processing system. It is ensured that this stored data does not come to the attention of unauthorised persons.
17. Place of performance, place of jurisdiction, applicable law, severability clause
17.1 The exclusive place of performance and jurisdiction is Nuremberg. The agreement on the place of jurisdiction is expressly also agreed for judicial dunning proceedings. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
17.2 Should a provision of our terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The customer is obliged to reach an agreement with us whereby the invalid provision is replaced by another provision that achieves the same economic and legal result as the invalid provision.