- 1. subject of the general terms and conditions
The subject of the General Terms and Conditions is the regulation of the contractual conditions for all contracts of MOEWE Optical Solutions GmbH with the Customer. The General Terms and Conditions in the version valid at the time of the conclusion of the contract shall apply in each case. The General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed again.
- 2. conclusion of the contract
MOEWE Optical Solutions GmbH concludes contracts with customers who are natural persons of unrestricted legal capacity who have reached the age of 18, as well as with legal entities, in each case with residence or registered office in the Federal Republic of Germany, a member state of the European Union or Switzerland (hereinafter referred to as customers). Insofar as the offer of an unaccepted participant has been accepted by MOEWE Optical Solutions GmbH by mistake, the Company shall be entitled to declare its withdrawal from the contract to the Customer within a reasonable period of time.
The offers of MOEWE Optical Solutions GmbH specifying a scanner type (standard device) are binding. Customer-specific developments are initially offered without obligation, since an exact description of the goods or services is often not possible. Information on prices refers to the information provided by the customer. Slight changes in the requirements of the goods (e.g. polygon mirror scanner) can already make price adjustments necessary. Preliminary examinations are subject to a charge. Offers submitted after preliminary examinations are binding.
With the acceptance of the offer and the following order, the client bindingly declares to the provider his consent for the execution of the offered order by the provider. The contract is concluded by declaration of the provider after receipt of the order or with the beginning of the execution of the contract by the provider.
- 3. information obligations
If the Client provides incorrect data from the outset, in particular an incorrect address, the Provider may withdraw from the contract, insofar as a contract has been concluded. The withdrawal shall be declared in writing.
- 4. right of withdrawal
The client has the right to revoke the contract within 72 hours. The revocation must be made in writing. Verbal revocation cannot be recognized. An unrestricted right of return within the meaning of 361 b BGB is not agreed.
If the production of individual products has already been started, the costs for the production shall be borne by the Customer. The same applies to services.
In the case of an order of an individual character, there is in any case an obligation of acceptance within the meaning of the law.
In the event of exercising the right of revocation, the customer shall bear the costs of the return shipment, unless the delivered goods do not correspond to the ordered goods. The customer undertakes to return the goods within two weeks after exercising the right of revocation, if the revocation has not already been exercised by returning the goods.
- 5. delivery of the goods, rendering of services
The order will be processed immediately after its receipt by the supplier. Subject to immediate availability of the goods, he delivers as soon as possible by mail, parcel service or provides the goods for pick-up customers. He is not liable for compliance with delivery dates, unless he has expressly confirmed such a date in writing. In the latter case, the obligation to provide compensation shall be limited to taking back goods delivered late free of charge. Should MOEWE Optical Solutions GmbH discover after conclusion of the contract that the ordered goods or services are no longer available or cannot be delivered for legal reasons, it may either offer goods or services of equivalent quality and price or withdraw from the contract. It shall refund any payments already received immediately after a withdrawal from the contract by it or the Customer.
With the handover of the goods to the supplier or the customer directly, the
Provider has fulfilled its obligation to perform and the risk shall pass to the Customer.
The services shall be provided to the Client immediately, unless otherwise agreed. If the service cannot be delivered via the postal or parcel service and if the Client cannot be found at the address provided by him, the Client shall be in default of acceptance of the service. He must then reimburse the provider for the additional costs incurred by the futile journey.
The provider does not need to provide the promised service anymore and can withdraw from the contract if the client was not to be found twice in a row despite written agreement of an appointment.
In the event that the contractual service is not available, the Provider reserves the right to provide a service (goods or services) of equivalent quality and price.
If it is not possible to provide a service of equivalent price and quality, the Provider may withdraw from the contract and need not provide the promised service. In this case, the Provider undertakes to inform the Client of the unavailability and to immediately refund any consideration already provided by the Client.
The designations and specifications stipulated upon conclusion of the contract represent the technical status at that time. Technical deviations of the delivered goods or services from the offer documents are permissible, provided they are not of a fundamental nature and the contractual purpose is not significantly restricted.
In the event of delivery disruptions that are not within the sphere of influence of the supplier, in particular in the event of strike, lockout, material failure, machine damage, transport blockage or operational blockage and in the event of delivery disruptions outside the area of the Federal Republic of Germany, the seller is entitled to withdraw from the contract without incurring an obligation to pay damages.
- 6. Shipping and transfer of risk
The risk is transferred to the buyer as soon as the goods have been handed over to the transport company and have left the warehouse. The goods are not insured separately by the supplier. This also applies if the supplier has assumed the transport costs.
If the shipment is delayed at the request of the buyer, the risk passes with the notification of the
readiness for dispatch shall pass to him.
Complaints due to transport damage must be made by the customer directly to the transport company within the time limits provided for this purpose. In the case of shipments by the customer to the supplier, the customer bears every risk, in particular the transport risk, until the arrival of the goods at the supplier.
- 7. payment
The prices quoted in the offers are net. In case of a statutory VAT increase after publication of the offer, MOEWE Optical Solutions GmbH is entitled to charge the increased VAT rate.
The purchase price or remuneration is due against invoice with a payment term of 30 days, unless otherwise agreed.
The client shall automatically be in default if payment is not settled 30 days after receipt of the invoice. In the case of recurring services, the client shall be in default of payment without a reminder if he misses the payment deadline.
The return charges of a bank debit note by the client or his bank shall be borne by the client.
In the event of default, the statutory default interest shall be charged.
The customer only has the right to offset if his counterclaims have been legally established or recognized by the provider.
The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.
- 8. packing and shipping costs
For each order, the provider charges a flat rate shipping and packaging costs in the amount of 10.00 EURO. Deliveries over 10 kg, abroad and to domestic islands and express deliveries will be charged separately.
If payment is made by cash on delivery, the Provider shall also charge the Customer a fee in the amount of 5.00 EURO.
- 9. retention of title
The delivered goods shall remain the property of the
supplier, irrespective of the expiry of the revocation period (reserved goods). The buyer may not dispose of goods subject to retention of title.
In the event of access by third parties, in particular bailiffs, to the goods subject to retention of title, the Buyer must point out the Seller‘s ownership and notify the Seller immediately. Costs and damages resulting therefrom shall be borne by the buyer.
In case of breach of contract by the Buyer – in particular in case of default of payment – the Seller shall be entitled to take back the reserved goods at the Buyer’s expense. The repossession or seizure of the reserved goods by the Seller shall not constitute a rescission of the contract, unless the German Installment Purchase Act (Abzahlungsgesetz) applies.
- 10. warranty
The warranty follows the statutory provisions subject to the following
Small deviations and technical changes compared to our descriptions are possible.
The client is obliged to check the received goods immediately for obvious defects due to scope of delivery, material defects, wrong delivery and quantity deviations. If he finds obvious defects, he must immediately notify the supplier in writing. If he fails to do so, he may no longer assert any warranty claims against the supplier on account of these defects.
The provider is not liable for errors, the occurrence of which was caused by the client. This also applies to ordinary wear and tear. The exercise of the right of withdrawal by the client remains unaffected.
In the event of a defect in the goods or services, the Provider shall be entitled, at its option, to make a subsequent delivery or to remedy the defect. If the subsequent improvement finally fails or if the subsequently delivered goods are also defective, the client may return the
goods in return for a refund of the agreed price or a reduction of the purchase price.
The seller is not liable for damages resulting from the use of an item, unless the damage is due to an intentional or grossly negligent breach of contract by the seller or his agents.
- 11. liability
The provider shall be liable for intent and gross negligence of its employees, statutory
representatives and officers.
The extended liability according to 287 BGB is excluded.
There is no warranty of characteristics for goods or services. The description of the goods and services does not constitute a warranty of characteristics.
He shall only be liable for slight negligence if a contractual obligation essential for the achievement of the contractual objective and the fulfillment of the contractual purpose has been violated (cardinal obligation).
Claims arising from c. i. c. / pvv (positive breach of contract) shall become statute-barred within two years, notwithstanding the above provisions.
The product liability law remains unaffected.
The above provisions shall also apply to vicarious agents of the Provider.
- 12. restriction of the sale
The customer is prohibited from actively selling goods purchased from MOEWE Optical Solutions GmbH to customers in the steel industry (worldwide), as MOEWE Optical Solutions GmbH reserves these customers for direct sales. This includes in particular the targeted approach of individual customers in the aforementioned area by means of visits, letters, e-mails, phone calls or other forms of direct communication or by means of targeted advertising and sales promotion, offline or online, for example by means of print media or digital media, including online media, price comparison services or search engine advertising targeted at customers in the steel industry, etc.
The right to passive sales (in particular sales based on unsolicited inquiries from individual customers) remains unaffected by this.
Furthermore, the customer is prohibited from actively offering the goods to dealers (direct customers of the customer) in accordance with the above, unless these dealers are obligated by the customer within the scope of the conclusion of the contract to the same extent as described in this clause 12 to the extent permitted by law.
Steel industry in this context includes all production steps of manufacturing or refining steel profiles, steel tubes, steel plates, steel bars, steel strips, steel wire rod and steel wire or other raw materials and semi-finished products of all qualities of carbon steel, stainless steel, electrical steel and steel alloys. Steel industry in this context does not include the production or further processing of finished parts made of steel and/or the processing of granules, powders, etc., for example in the context of 3D printing processes.
For each case of culpable violation of this clause 12, the customer shall be obliged to pay to MOEWE Optical Solutions GmbH a contractual penalty in accordance with the following provision:
a) If the customer actively promotes the goods purchased from MOEWE Optical Solutions GmbH in the steel industry, the penalty per violation is EUR 25,000.00.
b) If the customer sells the goods purchased from MOEWE Optical Solutions GmbH to customers in the steel industry in the course of active distribution, the penalty per violation shall be EUR 50,000.00
c) If the customer sells the goods purchased from MOEWE Optical Solutions GmbH to dealers without obligating them in accordance with this Clause 12, the penalty per violation shall be EUR 25,000.00.
Each infringement shall be deemed a separate infringement – in the case of intentional infringements excluding the continuation connection. The contractual penalty shall be limited to a maximum amount of EUR 250,000.00 for all cases of infringement.
MOEWE expressly reserves the right to assert further claims, including any claims for injunctive relief and damages. The aforementioned contractual penalty shall be offset against any claims for damages.
- 13. data protection
The provider collects from the customer without his consent only the data that are necessary for the execution of the order and the execution of the contract. He undertakes not to disclose this data to third parties and to protect it against access by third parties with reasonable technical and mechanical equipment.
- 14. deviating condition of the customer
In the event that the customer uses its own “General Terms and Conditions” which deviate in content from these “General Terms and Conditions“, the following shall apply exclusively
“General Terms and Conditions” of MOEWE Optical Solutions GmbH.
Deviations from these terms and conditions of delivery and payment are only effective if the
Seller (Contractor) confirms them in writing.
- 15. disclaimer
The offers of MOEWE Optical Solutions GmbH and the descriptions and price quotations contained therein have been compiled by us with the utmost care. Nevertheless, we cannot assume any liability for possible printing errors, for technical changes or for the continuing ability to deliver.
With regard to liability, further claims of the Customer, in particular for damages, especially for consequential damages or lost profits against MOEWE Optical Solutions GmbH and its vicarious agents and assistants are excluded. This shall also apply insofar as such claims are derived from incorrect advice, tort, producer’s liability or positive breach of contract.
- 16. Applicable law, place of performance, place of jurisdiction and partial validity
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of performance is Mittweida.
Should one or more of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by an effective one which realizes the economic purpose pursued with it as far as possible.
Prof. Dr.-Ing. André Streek, Sascha Klötzer, Robby Ebert
MOEWE Optical Solutions GmbH
Status Jan. 1, 2023