AGB
The ball is in your court!
Contract Conclusion:
All offers are non-binding. All agreements only become legally effective upon our written confirmation. For all incoming and future orders, only our terms and conditions apply, unless otherwise agreed in writing. Orders placed based on the customer‘s standard conditions are always considered concluded under our conditions, even if we do not explicitly reject the conditions. Our terms are fundamentally recognized by the acceptance of the goods.
Prices:
Prices confirmed by us are intended to be fixed (binding). However, in the event of significant economic changes, such as wage and/or material price increases or force majeure, we reserve the right to adjust our prices to the new conditions. If no special offer is made by us, we are entitled to charge the most favorable daily prices, even for labor services. Our prices apply ex works, exclusive of packaging; any free delivery must be specially agreed upon.
Shipping, Transfer of Risk:
Packaging, shipping, and means of transport are left to our choice in the absence of special agreements. Packaging is charged at cost but is not taken back. Shipping is always at the buyer‘s risk as soon as the goods are handed over to the post, rail, or forwarding agent, or in the case of collection, as soon as the goods are loaded, even if free delivery has been agreed upon. We are entitled to partial deliveries to a reasonable extent. Usual industry-standard over- or under-deliveries of the agreed quantity are permissible.
Delivery Time:
The specified delivery times are non-binding; claims for damages due to late delivery are excluded.
Payment Terms:
Our invoices are due for payment 14 days after the invoice date unless otherwise stated, without the need for a special reminder. Payments are to be made in euros without any deductions, free of charge at the supplier’s payment office, no later than 14 days after the invoice date—even for partial deliveries. The credit is posted on the date the amount is available to us. In the event of payment default, which occurs even without a special reminder, we will charge interest at the usual bank rate, reserving the right to claim further damages. Deliveries to unknown companies are only made against prepayment or cash on delivery as a value shipment. Special tools will only be delivered to such companies against an appropriate advance payment, with the advance payment being offset against the final delivery. A deterioration in the buyer‘s ability to pay or failure to comply with the agreed payment terms entitles us to modify those terms. In the event of payment cessation or bankruptcy of the buyer, the claim for the purchase price becomes due immediately. Withholding payment or offsetting due to any counterclaims from the buyer is excluded.
Retention of Title:
All delivered goods remain our property (reserved goods) until all our claims are fully satisfied, even if payments are made for specifically designated claims. The buyer may only sell or process the reserved goods in the ordinary course of business, as long as they are not in default. The buyer’s claims from the resale of the reserved goods, along with all ancillary rights, are hereby assigned to us in full, regardless of whether they are sold to one or more purchasers. When tools are incorporated into machines, we automatically acquire co-ownership of the relevant machine. Pledging or transferring ownership of the goods without our consent before full payment is not permitted.
Complaints and Warranty:
Complaints must be submitted in writing, by fax, or telegram immediately after receipt of the goods. Complaints received more than 8 days after receipt of the goods cannot be considered. Goods that are the subject of complaints must be sent back for inspection at our expense. In the case of justified complaints, we reserve the right to provide free replacement after prior return shipment at our expense, but we reject any further claims.
Jurisdiction, Place of Fulfillment, etc.:
The place of fulfillment for delivery and payment, as well as the jurisdiction, is Wermelskirchen. The contract remains binding even if individual points of its conditions are invalid and does not lead to the nullity of the entire conditions and does not exempt the buyer from other obligations. Cologne, 15.08.2015 microball GmbH.
In addition to our normal terms and conditions, we ask that you take note of the following additions:
1. The goods remain the property of the seller until all claims, including ancillary claims, claims for damages, and the redemption of checks and bills, are fully paid.
2. The retention of title remains in effect even if individual claims of the seller are included in an ongoing account, and the balance is drawn and recognized.
3. If the reserved goods are processed by the buyer into a new movable object, the processing is done for the seller, without the seller being obliged to this. The new object becomes the property of the buyer. In the case of processing, mixing, or blending with goods not belonging to the seller, the seller acquires co-ownership of the new object in proportion to the value of their reserved goods to the total value.
4. The buyer is entitled to further process or incorporate the reserved goods only in accordance with the following provisions and only on the condition that the claims under clause 6 actually pass to the seller.
5. The buyer‘s powers to sell, process, or incorporate the reserved goods in the ordinary course of business end with revocation by the seller due to a sustained deterioration in the buyer‘s financial situation, but no later than with the buyer‘s payment cessation or the application for or opening of bankruptcy or composition proceedings concerning their assets.
6. a) The seller hereby assigns the claims with all ancillary rights from the resale of the reserved goods to the buyer.
6. b) If the goods have been processed, mixed, or blended, and the buyer has acquired co-ownership to the extent of their invoice value, they are entitled to a proportional share of the purchase price claim corresponding to the value of their rights to the goods.
6. c) If reserved goods are incorporated by the buyer into real estate, the seller already assigns the resulting claim for remuneration in the amount of the value of the reserved goods with all ancillary rights, including such a claim for the establishment of a security mortgage with priority over the remainder. The buyer accepts this assignment.
7. The seller is authorized, as long as they fulfill their payment obligations, to collect the assigned claims. The collection authorization expires upon revocation, but no later than in the event of payment default by the buyer or a significant deterioration in the buyer‘s financial situation. In this case, the seller is authorized by the buyer to inform the buyers of the assignment and to collect the claims themselves. The buyer is obliged, upon request, to provide the seller with an exact listing of the claims due to the seller with names and addresses of the buyers, the amount of each claim, invoice date, etc., and to provide the seller with all necessary information for enforcing the assigned claims and to allow verification of this information.
8. If the value of the collateral existing for the seller exceeds their claims by more than 10%, the buyer is obliged, at the request of the seller or a third party adversely affected by the seller’s over-collateralization, to release securities at the seller‘s choice to that extent.