Terms and Conditions I. Scope / Offers

1. These General Terms and Conditions of Sale of MHP Handelsgesellschaft mbH apply to all contracts – including future contracts – with businesses, legal entities under public law, and special funds under public law for deliveries and other services, including contracts for work and services and the delivery of non-fungible goods. In the case of drop shipments, the terms and conditions of the supplier’s price list also apply. The buyer’s terms and conditions of purchase are not recognized, even if we do not expressly object to them again after receiving them.
2. Our offers are non-binding. Verbal agreements, promises, assurances, and guarantees made by our employees in connection with the contract’s conclusion only become binding upon our written confirmation. Written form is also satisfied by transmission via fax and email.
3. In case of doubt, the Incoterms in their most recent version shall govern the interpretation of trade terms.

II. Prices

1. Unless otherwise agreed, the prices and conditions listed in the price list valid at the time of contract conclusion shall apply. The goods will be invoiced “gross for net”.
2. In drop shipments, we are entitled to increase the agreed price to the extent that our supplier increases this price before delivery of the goods. This applies only if a period of more than three months lies between the conclusion of the contract and delivery. In such cases, the buyer may withdraw from the agreement. The withdrawal must reach us immediately after receipt of our notification of the price increase.

III. Payment and Settlement

1. Unless otherwise agreed or stated in our invoices, the purchase price is due immediately upon delivery without any discount and must be paid in such a way that we have the funds available on the due date. The buyer bears the costs of payment transactions. The buyer is only entitled to a right of retention and a right of set-off to the extent that their counterclaims are undisputed or have been legally established.
2. If the payment deadline is exceeded or in the event of default, we will charge interest at a rate of 8 percentage points above the base interest rate, unless higher interest rates have been agreed. The right to claim further damages for delay remains reserved.
3. If, after conclusion of the contract, it becomes apparent that the buyer’s lack of solvency jeopardizes our claim for payment, or if the buyer defaults on a substantial amount of payment, or if other circumstances arise that indicate a significant deterioration in the buyer’s solvency after conclusion of the contract, we are entitled to the rights under Section 321 of the German Civil Code (BGB). In such cases, we are also entitled to declare all outstanding claims from the ongoing business relationship with the buyer immediately due and payable.
4. Any agreed discount always applies only to the invoice value excluding freight and requires the buyer to have settled all outstanding liabilities at the time the discount is applied. Unless otherwise agreed, discount periods begin on the invoice date.

IV. Execution of Deliveries, Delivery Periods and Dates

1. Our delivery obligation is subject to the correct and timely delivery of goods to us by our suppliers, unless the incorrect or delayed delivery is due to our fault.
2. Delivery times are approximate. Delivery periods begin on the date of our order confirmation. They are only valid provided that all order details are clarified promptly and that the buyer fulfills all obligations promptly, such as providing all official certificates, establishing letters of credit and guarantees, or making advance payments.
3. For compliance with delivery periods and dates, the time of dispatch from the factory or warehouse is the decisive factor. They are considered met upon notification of readiness for dispatch, even if the goods cannot be dispatched on time due to circumstances beyond our control.
4. In the event of a delay in delivery, the buyer may grant us a reasonable grace period. After its unsuccessful expiry, the buyer may withdraw from the contract to the extent that the agreement has not yet been fulfilled. Section XI of these terms and conditions governs claims for damages in such cases.

V. Retention of Title

1. All delivered goods remain our property (reserved goods) until all claims, in particular any outstanding balances, to which we are entitled within the scope of the business relationship have been settled (retention of title for exceptional balances). This also applies to future and contingent claims, such as those from bills of exchange, as well as when payments are made against specifically designated claims. This reservation of title expires definitively upon settlement of all claims outstanding at the time of payment, which are covered by this reservation of title.
2. The processing and treatment of goods subject to retention of title are carried out for us, the manufacturer, within the meaning of Section 950 of the German Civil Code (BGB), without creating any obligation for us. The processed or treated goods are considered goods subject to retention of title within the meaning of clause 1. If the goods subject to retention of title are processed, combined, or mixed with other goods by the buyer, we are entitled to co-ownership of the new item in proportion to the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership is extinguished by combination or mixing, the buyer hereby assigns to us the ownership rights to the new inventory or item to the extent of the invoice value of the goods, subject to retention of title and holds them in trust for us free of charge. Our co-ownership rights are considered goods subject to retention of title, as defined in clause 1.
3. The buyer may resell the goods, subject to retention of title, only in the ordinary course of business under its standard terms and conditions of sale, as long as it is not in default. Provided that the claims arising from the resale are assigned to us in accordance with clauses 4 to 6. The buyer is not entitled to dispose of the goods subject to retention of title in any other way.
4. Claims arising from the resale of the goods subject to retention of title, together with all securities acquired by the buyer for these claims, are hereby assigned to us. They serve as security to the same extent as the goods subject to retention of title. If the goods subject to retention of title are resold by the buyer together with other goods not sold by us, the claim arising from the resale is assigned to us in proportion to the invoice value of the goods subject to retention of title relative to the invoice value of the other goods sold. In the case of the sale of goods in which we have a co-ownership share pursuant to clause 2, a portion corresponding to our co-ownership share is assigned to us.
5. The buyer is entitled to collect claims arising from the resale. This authorization to collect expires upon our revocation, but at the latest upon default of payment, dishonor of a bill of exchange, or the filing of a petition for insolvency proceedings. We will only exercise our right of withdrawal if, after the conclusion of the contract, it becomes apparent that our payment claim arising from this or other agreements with the buyer is jeopardized by the buyer’s insolvency. At our request, the buyer is obligated to inform its customers of the assignment to us immediately and to provide us with the documents necessary for collection.
6. The buyer must inform us immediately of any attachment or other encumbrance by third parties. The buyer shall bear all costs incurred in removing the attachment or returning the goods subject to retention of title, insofar as these costs are not reimbursed by third parties.
7. Suppose the buyer defaults on payment or fails to honor a bill of exchange at maturity. In that case, we are entitled to repossess the goods subject to retention of title, to enter the buyer’s premises if necessary for this purpose, and to sell the goods subject to retention of title at the best possible price, crediting the proceeds against the purchase price. The same applies if, after the conclusion of the contract, it becomes apparent that our claim for payment arising from this contract or from other agreements with the buyer is jeopardized by the buyer’s insolvency. Repossession does not constitute withdrawal from the contract. The provisions of the Insolvency Code remain unaffected.
8. If the invoice value of the existing collateral exceeds the secured claims, including ancillary claims (such as interest, costs, etc.), by more than 50%, we are obligated, at the buyer’s request, to release collateral of our choice to that extent.

VI. Quality, Dimensions, and Weights

1. The quality, types, and dimensions of the goods are determined by those agreed upon at the time of contract conclusion; in the absence of such agreement, by the DIN and EN standards applicable at the time of contract conclusion; and in the absence of such standards, by custom and trade practice. References to standards and similar regulations, factory test certificates and similar attestations, as well as information on the quality, type, dimensions, weight, and usability of the goods, do not constitute assurances or guarantees, nor do declarations of conformity and corresponding markings such as CE and GS.
2. The weights determined by us or our supplier are authoritative. Proof of weight is provided by presenting the weighbridge ticket. Where legally permissible, weights may be determined without weighing according to standards. We are entitled to determine the weight without weighing according to standards (theoretically) plus 2.5% (commercial weight). Quantities, bundle numbers, etc., stated in the shipping notification are non-binding for goods billed by weight. Unless individual weighing is customary, the total weight of the shipment applies. Differences compared to the calculated individual weights are distributed proportionally among them.

VII. Acceptance

1. If acceptance is agreed upon, it can only take place at the supplying plant or our warehouse immediately after notification of readiness for acceptance. The buyer bears the personal costs of acceptance; the material costs of acceptance will be charged to him according to our price list or the price list of the supplying plant.
2. If acceptance does not take place, is not timely, or is incomplete through no fault of our own, we are entitled to ship the goods without acceptance or to store them at the buyer’s expense and risk and invoice him accordingly.

VIII. Shipping, Transfer of Risk, Packaging, Partial Delivery

1. We determine the shipping route and means, as well as the freight forwarder and carrier.
2. Goods reported as ready for shipment in accordance with the contract must be collected immediately; otherwise, we are entitled, after issuing a reminder, to ship them at the buyer’s expense and risk, or, at our discretion, to store them and invoice them immediately.
3. If, through no fault of our own, transport on the intended route or to the intended destination within the intended timeframe becomes impossible or significantly more difficult, we are entitled to deliver by an alternative route or to an alternative destination; the resulting additional costs shall be borne by the buyer. The buyer will be allowed to comment beforehand.
4. With the handover of the goods to a freight forwarder or carrier, but at the latest upon leaving the warehouse or the manufacturing plant, the risk, including the risk of confiscation of the goods, passes to the buyer in all transactions, even in the case of carriage paid and free delivery. We will only arrange insurance at the buyer’s instruction and expense. The buyer is responsible for and bears the costs of unloading.
5. We are entitled to make partial deliveries to a reasonable extent.

IX. Call-off Orders / Ongoing Deliveries

1. For contracts with ongoing deliveries, call-offs, and product specifications for approximately equal monthly quantities must be submitted to us; otherwise, we are entitled to determine the specifications at our reasonable discretion.
2. If the total of the individual call-offs exceeds the contract quantity, we are entitled, but not obligated, to deliver the excess amount. We may invoice the excess quantity at the prices valid at the time of the call-off or delivery.

X. Liability for Defects

1. Defects in the goods must be reported in writing within seven days after delivery. Defects that cannot be discovered even with the most careful inspection within this period must be reported in writing immediately upon discovery, but no later than before the expiry of the agreed or statutory limitation period, with any processing or further processing being stopped immediately.
2. In the case of a justified and timely complaint regarding defects, we may, at our discretion, remedy the defect or deliver defect-free goods (subsequent performance). If subsequent performance fails or is refused, the buyer may, after the unsuccessful expiry of a reasonable period, withdraw from the contract or reduce the purchase price. If the defect is not significant or if the goods have already been sold, processed, or modified, the buyer is only entitled to a price reduction.
3. We will only cover expenses related to subsequent performance to the extent that they are reasonable in the individual case, particularly in relation to the purchase price of the goods. However, in no case will these expenses exceed 150% of the purchase price. We will only cover further costs, such as those related to the installation and removal of the defective item, in accordance with Section XI of these terms and conditions.
4. After the buyer has carried out an agreed-upon acceptance of the goods, any claims for defects that were detectable during the agreed-upon acceptance procedure are excluded. If the buyer remained unaware of a defect due to negligence, they can only assert rights based on this defect if we fraudulently concealed the defect or provided a guarantee for the quality of the goods.
5. If the buyer does not immediately give us the opportunity to verify the defect, and in particular, if they do not immediately provide the goods in question or samples thereof for testing purposes upon request, all rights based on the defect are forfeited.
6. For goods sold as downgraded material, the buyer has no rights based on defects related to the stated reasons for downgrading and any defects that are to be expected. Our liability for defects is excluded for the sale of grade 2a goods.
7. Our further liability is governed by Section XI of these terms and conditions. The buyer’s rights of recourse under Sections 478 and 479 of the German Civil Code (BGB) remain unaffected.

XI. General Limitation of Liability and Statute of Limitations

1. For breaches of contractual and non-contractual obligations, in particular due to impossibility, delay, negligence during contract formation, and tort, we – including our executive employees and other vicarious agents – are liable only in cases of intent and gross negligence, limited to the foreseeable, typical contractual damages at the time of contract conclusion. Otherwise, our liability, including for defects and consequential damages, is excluded.
2. These limitations do not apply in the case of a culpable breach of essential contractual obligations, insofar as the achievement of the contractual purpose is jeopardized, in the case of culpably caused damage to life, body, or health, and also not if and to the extent that we have assumed a guarantee for the quality of the sold goods, as well as in cases of mandatory liability under the Product Liability Act. The rules on the burden of proof remain unaffected.
3. Unless otherwise agreed, contractual claims that the buyer may have against us arising from or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods. This does not affect our liability for intentional and grossly negligent breaches of duty, culpably caused damage to life, body and health, or the limitation period for recourse claims under Sections 478 and 479 of the German Civil Code (BGB).

XII. Place of Performance, Jurisdiction and Applicable Law

1. The place of performance for our deliveries is, in the case of ex-works delivery, the delivering plant, and in the case of all other deliveries, our warehouse. The place of jurisdiction is, at our option, Ludwigshafen am Rhein or the buyer’s place of business.
2. In addition to these terms and conditions, all legal relations between us and the buyer are governed by German non-unified law, in particular the German Civil Code (BGB) and the German Commercial Code (HGB). The provisions of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods do not apply.