Service

TERMS AND CONDITIONS

I. General Terms and Conditions

The contractual relationships between us, MEKRA Lang GmbH & Co. KG (“MEKRA Lang”), and our customers, who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), are governed exclusively by the following General Terms and Conditions. Any deviating terms and conditions of the customer shall not become part of the contract, even if we are aware of them. Our offers are always subject to change. Our General Terms and Conditions are deemed accepted upon placement of the order, at the latest upon acceptance of the goods. In the case of ongoing business relationships, these General Terms and Conditions also apply to all future transactions. Should individual provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, MEKRA Lang and the customer shall agree on a provision whose economic effect comes as close as possible to that of the invalid provision. Until then, the statutory provisions shall apply.

II. Conclusion of Contract and Prices

By placing an order for goods, the customer makes a binding declaration of intent to purchase the ordered goods. The customer is bound by this declaration for two weeks. We are entitled to accept the contractual offer contained in the order within two weeks of its receipt by us. Acceptance may be declared in writing, electronically, or by delivery of the goods to the customer.
The obligations in electronic commerce pursuant to Section 312e(1), Sentence 1, Nos. 1–3, and Sentence 2 of the German Civil Code (BGB) are excluded.
The conclusion of the contract is subject to correct and timely delivery to us by our suppliers. This applies only in the event that we are not responsible for the non-delivery, in particular upon conclusion of a congruent covering transaction with our suppliers. The customer will be informed immediately of the unavailability of the service, and any consideration already paid will be refunded immediately.
All contractual payment obligations must be fulfilled exclusively in EURO.
Prices are net ex works or ex distribution warehouse. Freight, packaging, import costs, customs duties, and other incidental charges shall be borne by the purchaser.

III. Delivery Time and Delivery Obligation

Our written or electronic order confirmation shall be decisive regarding the scope, type, and timing of the delivery. Partial deliveries are permitted.
An obligation to adhere to delivery deadlines designated as binding is assumed only on the condition of uninterrupted operations and distribution; in particular, in cases of force majeure and other disruptive events affecting us, our suppliers, or the transport companies, such as operational or traffic disruptions, fire, floods, labor, energy, or transportation shortages, strikes, lockouts, governmental measures, as well as technical or technological circumstances that significantly impede order fulfillment, release us from the obligation to deliver on time or grant us the right to suspend our delivery without any obligation to make subsequent deliveries.
Unless otherwise agreed, we are entitled to deliver prior to a specified delivery date. Likewise, unless otherwise agreed, a delivery by us that is up to a maximum of two weeks past a specified delivery date shall not be considered late.
Delivery deadlines shall be deemed met if, by the time they expire, the goods have left the factory or distribution warehouse or the customer has received notification that the goods are ready for shipment. Subsequent changes to the contract shall extend the delivery deadlines accordingly.
In the case of contracts involving multiple deliveries, non-performance, defective performance, or delayed performance of one delivery shall not affect other deliveries under the contract.
Default in payment, the submission of an affidavit of disclosure pursuant to § 807 of the German Code of Civil Procedure (ZPO), the occurrence of payment difficulties, or the discovery of a significant deterioration in the purchaser’s financial circumstances entitle us, at our discretion, to demand advance payment for outstanding deliveries or to suspend deliveries immediately and refuse to fulfill ongoing contracts. At the same time, we are entitled to declare claims against the customer that are not yet due to be immediately due.

IV. Shipping, Transfer of Risk

Packaging, shipping route, and means of transport are at our discretion, unless otherwise agreed between the parties.
The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser upon handover; in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the forwarding agent, the carrier, or any other person or entity designated to carry out the shipment. Handover shall be deemed to have taken place if the purchaser is in default of acceptance.
Unless otherwise agreed, goods from call-off orders must be accepted within 3 months of the issuance of the order confirmation.
Insurance against breakage and transport risks is provided only upon special request and at the buyer’s expense.
Customs duties and other charges, including the costs for obtaining the documents required for import into the country of destination, shall be borne by the buyer.

V. Payment, Terms of Payment

Invoices are payable:
1. within 14 days of the invoice date with a 2% discount on the final invoice amount.
2. within 30 days of the invoice date without a discount on the net invoice amount.
Cash discount is granted only if all payment obligations from previous deliveries have been fulfilled and the invoice amount is received by us in cash or credited to our account on time by the aforementioned due dates. The submission of a check therefore cannot lead to the granting of a cash discount. In the case of non-cash payments, particularly when checks are submitted, the date of crediting is decisive. If payment or crediting is made subject to reservation, under a condition, or with other restrictions, a discount cannot be granted. The risk associated with the payment method is borne by the customer. Invoices for tools are payable immediately without any discount.
Bills of exchange and checks are accepted only on account of performance. Corresponding credits are made only subject to receipt of the full amount. We reserve the right to accept third-party or our own acceptances. Costs and discount charges shall be borne by the customer. We assume no liability for presentation and protest. The protest of the customer’s own bills of exchange or failure to immediately cover protested third-party bills of exchange entitles us to return all outstanding bills of exchange. At the same time, we are entitled to declare any claims against the customer that are not yet due to be immediately due. Post-dated checks will not be accepted.
If the payment deadline is exceeded, default interest at a rate of 9 percentage points above the respective base rate pursuant to § 247 BGB, as well as a lump-sum default penalty of 40.00 euros pursuant to § 288 (5) BGB, shall become due. We reserve the right to claim further damages for default or other rights.
Interest is not paid on advance and partial payments.
The purchaser is only entitled to set off or withhold payments if its counterclaim is undisputed or has been legally established. The purchaser may only exercise a right of retention if its counterclaim is based on the same contractual relationship.
When settling invoices, the customer must provide their customer number and the invoice number. Delays or incorrect postings resulting from failure to comply with these obligations shall be borne by the customer.

VI. Retention of Title, Factoring

The delivered goods remain our property until all outstanding claims arising from the business relationship with the purchaser have been paid. The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business; however, he is not permitted to pledge them or transfer them as security. In the event of a resale of goods subject to retention of title on credit, he is obligated to safeguard our rights.
The purchaser hereby assigns to us, as of now, the claims arising from the resale of the goods subject to retention of title in the amount of the invoice; we accept this assignment. Notwithstanding the assignment, the purchaser is entitled to collect the claims as long as he fulfills his obligations to us under the underlying contractual relationship and does not fall into financial distress. Otherwise, upon our request, the purchaser must provide the information necessary for collection regarding the assigned claim and notify its debtors of this assignment. In this case, we reserve the right to collect the claim ourselves.
Any processing or treatment of the goods subject to retention of title by the purchaser shall always be carried out in our name and on our behalf, without, however, any liabilities arising for us therefrom. If the goods subject to retention of title are processed with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the goods subject to retention of title to the value of the other processed goods. Insofar as the value of the goods subject to retention of title is referred to here and in the following, this is based on our invoice value.
If the customer acquires sole ownership of the new item pursuant to Section 947(2) of the German Civil Code (BGB), it is agreed that the customer grants us co-ownership of the new item in proportion to the value of the processed, combined, or mixed goods subject to retention of title and holds it in safekeeping for us free of charge.
If the goods subject to retention of title are resold together with other goods—regardless of whether this occurs before or after processing, combination, or mixing—the advance assignment agreed upon above shall apply only to the extent of the value of the goods subject to retention of title that are resold together with the other goods. We undertake to release the securities to which we are entitled under the foregoing provisions upon request to the extent that the value exceeds the claims to be secured by 20%.
The purchaser must immediately notify us of any enforcement measures by third parties against the goods subject to retention of title or the claims assigned in advance, providing us with the documents necessary for intervention. Any intervention costs incurred by us as a result shall be borne by the purchaser.
The purchaser must insure the goods subject to retention of title adequately against fire and burglary and provide us with proof of such insurance upon request.

VII. Claims for Defects

The statute of limitations for claims for defects is 24 months from delivery of the goods.
We shall initially provide warranty for defects in the goods, at our discretion, by repair or replacement. If repair or replacement fails, the purchaser may demand rescission of the contract or a reduction in the purchase price. However, in the case of only a minor breach of contract, in particular in the case of only minor defects, the purchaser shall not be entitled to rescind the contract.
The customer must report obvious defects in writing immediately, at the latest within 7 days of receipt of the goods, and must cease any processing of the goods immediately. Otherwise, the assertion of claims for defects is excluded. Timely dispatch is sufficient to meet the deadline. The purchaser bears the full burden of proof for all prerequisites of the claim, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect.
Defects that cannot be discovered within this period even upon careful inspection must be reported in writing immediately upon discovery. If the buyer elects to withdraw from the contract due to a legal or material defect after failed subsequent performance, the buyer is not entitled to any additional claim for damages arising from the defect.
If the purchaser opts for damages following failed subsequent performance, the goods shall remain with the purchaser if this is reasonable. Damages shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we caused the breach of contract through fraud.
Goods for which we have provided a replacement become our property and must be returned to us with reimbursement of costs.
No claims exist for damages resulting from the fact that the customer culpably
1. improperly handled or overused the purchased item, or
2. modified the purchased item in a manner not agreed upon, or
3. failed to follow the instructions in the assembly or operating manual, or
4. has violated the obligation to notify and deliver in accordance with sections 3 and 4 above, or
5. continued to use the purchased item after the defect was discovered.

Normal wear and tear is excluded from the warranty.

VIII. Liability

In the event of breaches of duty due to slight negligence, our liability is limited to the foreseeable, contract-typical, direct average damage typical for the type of goods. This also applies to breaches of duty due to slight negligence by our legal representatives or vicarious agents. We are not liable for breaches of minor contractual obligations due to slight negligence.
Liability based on guarantees assumed as well as product liability remains unaffected, as does liability for bodily injury, damage to health, or loss of life attributable to us.
The purchaser’s claims for damages due to a defect shall become time-barred one year after delivery of the goods. This does not apply if we are guilty of intent or gross negligence, or in the event of bodily injury, damage to health, or loss of life attributable to us.
Note regarding market surveillance:
As a distributor and importer, you play a crucial role in ensuring the conformity and safety of products on the market. As a distributor and importer of our products, you are obligated to comply with the legal provisions and obligations regarding market surveillance should there be indications of non-conformities (e.g., in the form of complaints regarding deviations from ECE R46 or general safety-related issues). Please note the corresponding reporting obligation regarding the aforementioned issues. The report should be submitted to us in the form of transparent and comprehensible information. Please contact your representative on the sales team.

IX. Returns

Properly ordered and delivered goods are generally not accepted for return. Exceptions are returns that have been agreed upon with us. Additionally, the following conditions must be met:

The products must have been purchased directly from us or from one of our factory warehouses.
The goods must be in perfect and unaltered condition.
In principle, returns are only possible if the parts intended for return are still in our product range.
Return shipments must be made “carriage paid” to our Ergersheim plant or to the responsible factory warehouse, specifying the delivery note date and number. Value deduction upon return:
- In the 1st year after the delivery date: 10% of the delivery price
- In the 2nd year after the delivery date: 25% of the delivery price
- Between the 3rd and 5th year after the delivery date: 50% of the delivery price
- Goods older than 5 years cannot be returned.

Upon receipt of the parts, a technical inspection will be conducted and a credit note issued, taking into account any applicable value deduction. Freight costs, if incurred by us for the original shipment, will reduce the residual value.

X. Intellectual Property Rights

For custom-made products, the customer is liable to us for the freedom of the ordered deliveries from third-party intellectual property rights, indemnifies us against any claims by third parties, and must compensate us for any damages resulting from a breach of this obligation.
Our designs and construction proposals must be treated as confidential and may not be disclosed to third parties.
All drawings, design plans, and samples received by the purchaser remain our intellectual property.

XI. Place of Performance, Jurisdiction, Other Agreements

As a general rule, only our product description shall be deemed agreed upon as the quality of the goods. Public statements, promotions, or advertising by us do not constitute a contractual specification of the goods’ quality. Samples and specimens are considered approximate examples of quality, dimensions, and color. No legal claims may be derived from them. We reserve the right to make technical changes as well as changes in form, color, and/or weight within reasonable limits.
If the customer receives defective assembly instructions, we are only obligated to provide defect-free assembly instructions, and this only if the defect in the assembly instructions prevents proper assembly.
We do not provide the customer with any guarantees in the legal sense; manufacturer’s warranties remain unaffected by this.
The place of performance for our deliveries is the delivery plant for ex-works deliveries and the warehouse for deliveries from stock. The place of performance for all payments is Ergersheim, Bavaria, Germany.
The exclusive place of jurisdiction for all disputes arising from this contract is Fürth, Bavaria, Germany. This also applies to any claims regarding checks and bills of exchange.
The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply. Only the text of the German-language version of these General Terms and Conditions is authoritative.
In addition, the special terms and conditions for our products published with the respective price lists apply.
The customer is solely responsible for verifying the suitability of the goods for their intended use.
Note pursuant to the Federal Data Protection Act: The customer data required for order processing will be stored.

As of: 06/2024