General Terms and Conditions of Trade (GTCT)

Application of terms and conditions, contracting partners
Your contracting partner for all purchase orders is mbmSystems GmbH, duly represented by its managing directors Thomas Gründemann and Alexander Haun, of Lingnerallee 3, 01069 Dresden, Germany. Any and all deliveries, services or proposals by mbmSystems GmbH (the Vendor) to the Orderer (Purchaser) will be made or provided exclusively based on these General Terms and Conditions of Trade (GTCT).

Formation of contract, prices
I. The product presentations or illustrations in the online shop are not a legally binding proposal, but are rather an offer to buy. Upon clicking on the Send purchase order button, you submit a binding offer to buy. The purchase agreement will materialize as we accept your purchase order through a confirmation of order sent to you by way of electronic mail that will specify the details of the purchase order and an express acceptance of the purchase order (confirmation of order), or through the dispatch of the goods ordered respectively.

II. The prices specified are inclusive of statutory value-added tax at the current rate.

Delivery, replacement
I. The final deadline to be set for the Vendor in the event of delayed delivery pursuant to legal regulations is determined to be fourteen (14) calendar days. This deadline will commence upon receipt of the written notice of time limit by the Vendor.

II. The Vendor will be entitled to make partial deliveries to the extent this will be deemed acceptable to the Purchaser. Any incremental costs incurred by such procedure shall be borne by the Vendor.

Shipment and delivery costs
The costs of shipment, and more specifically postage and packing costs, will be borne by the Purchaser.

Seller's warranty for defects
I. Legal regulations will apply in relation to the seller's warranty for defects.

II. In the event of defects, please contact our after-sales service department at info@mbmSystems.de

III. The Vendor may request the faulty goods be returned to it at its cost (not prepaid). The final deadline to be set by the Purchaser to the Vendor pursuant to legal regulations is fourteen (14) calendar days. If remedy or rework fails twice, the Purchaser may, at its discretion, request a reduction in price, or cancel the purchase.

IV. Warranty claims may only be lodged by the Purchaser, and cannot be assigned. Claims for damages by the Purchaser for defects shall be excluded. However, this will not apply to any damage from injury to life, body or health caused by negligent breach of contract by the Vendor or by willful or negligent breach of duty on the part of the latter's statutory representative or vicarious agents, or to claims for other damages based on grossly negligent breach of duty on the part of the Vendor or on willful or grossly negligent breach of duty on the part of the latter's statutory representative or vicarious agent.

Reservation of ownership
I. The goods will remain the property of the Vendor (goods subject to retention of title) until the purchase price will have been paid in full. Until such point in time, the Purchaser may not dispose of any goods subject to retention of title.

II. In the event of seizure of any goods subject to retention of title by third parties, and more specifically attachment, the Purchaser will be obliged to expressly point to the reservation of title of the privileged property by the Vendor and to immediately advise the Vendor for the latter to enforce his rights. Where the Vendor cannot collect related legal expenses or out-of-court expenses from said third party, the Purchaser will be held liable for the same.

III. In the event of default on the part of the Purchaser, and more specifically default of payment, the Vendor will be entitled to withdraw from the contract and to demand surrender of the privileged property.

Due date, payment, purchase on account, offsetting, retention
I. The goods ordered will be due for payment upon delivery. Payment by the Purchaser will be made through purchase on account.

II. The Vendor will always be entitled to first offset any payments made against older debts of the Purchaser. In such instance, the Vendor will advise the Purchaser of the mode of offsetting. Where costs or interest have already accrued, the Vendor will be entitled to first offset any payments made against said costs, then against said interest, and finally against the principal debt. The Purchaser will only be entitled to offsetting or retention where his counter-claims are undisputed or have been legally established respectively.

III. In the event of default of payment on the part of the Purchaser, the Vendor reserves the right to charge a lump-sum reminder fee in the amount of five (5) Euros for each reminder except for the first reminder. Raising further claims for damages will not be excluded.

Damage in transit
Damage in transit, if any, must be reported to the carrier upon receipt of the goods, and to mbmSystems GmbH in writing within five (5) days from receipt of the consignment.

Requirement of the written form, choice of law, separability clause
Any agreements made between the Vendor and the Purchaser in addition to those contained herein must be made out in writing to become effective. The laws of the Federal Republic of Germany shall apply. Should any one provision hereof be or become invalid or ineffective, the remaining provisions of these General Terms and Conditions of Trade (GTCT) shall remain unprejudiced.