General Conditions of Sale and Delivery

All sales contracts and contracts for work between commercial or government customers and mabu-pressen GmbH are based exclusively on the following conditions. This also applies to future business and to counter-confirmation of customers referring to their own conditions. We hereby oppose any such deviations from our conditions.

§ 1 Quotations

Quotations provided by mabu-pressen GmbH are categorically without engagement. Specially prepared quotations are valid for a period of 90 days from date of despatch, unless otherwise agreed in writing.

Contracts materialize in their form of words only through written confirmation of order. Subsequent changes must be confirmed by us in writing. Details of weight, capacity, price, performance and such-like contained in catalogues, leaflets, circular letters, illustrations and price lists are only approximately specified. The details quoted are only binding if they are designated as binding in the contract.

Independent of their eligibility for protection, documents and electronic data provided with special quotations, drawings, descriptions, samples and estimates must not be transmitted, published, copied, reproduced or otherwise disclosed to third parties without permission. Documents must be returned upon request without retention of copies.

Drawings produced by mabu-pressen GmbH which are not specially quoted and invoiced remain the property of mabu-pressen GmbH unless subject to other agreement.

§ 2 Delivery

Unless otherwise agreed, mabu-pressen GmbH deliveries are ex-works deliveries. Delivery times and dates and changes to these are only valid if they are confirmed in writing by mabu-pressen GmbH. They are calculated as from the time of agreement or confirmation and refer to the delivery in question. The delivery time is complied with if on the day of its expiration the delivery item has left the works or has been notified as ready for shipment. Pre-conditions for compliance are that the customer has provided the necessary documents in due time, made payments according to schedule and delivered materials within the specified time. Complaints arising from delays of the customer in meeting cooperation duties will be charged to the customer and the agreed delivery date will be extended accordingly. Part shipments in reasonable volume are permissible. These will be separately invoiced.

Unless otherwise agreed in writing, mabu-pressen GmbH can decide the mode of despatch and routing. In the case of unqualified acceptance by commercial carriers, adequate packing is assumed.

Passing of risk occurs at the time the delivery leaves the works or is made available to the customer.

Force majeure, industrial disputes, public disturbances, government action, delivery failure on the part of our suppliers and other unforeseeable, inevitable and serious events release the parties from their performance obligations to the extent of their effect for the duration of the disturbance. This applies equally if the event occurs at a time when the affected party is in delay. If delivery is delayed through one of the above-mentioned circumstances, the delivery time is extended by a reasonable amount.

If it becomes clear that the delivery cannot be performed within the delivery time, mabu-pressen GmbH will inform the customer promptly giving the reason for the delay and quoting the expected delivery date.

mabu-pressen GmbH is only liable for delivery delay if this arises through wilful intent, gross negligence or malice, except in the case of transactions where time is of the essence. If the customer is in acceptance delay or fails to carry out his other cooperation obligations, mabu-pressen GmbH is entitled to claim damages for delay. After a reasonable additional period of time has elapsed, mabu-pressen GmbH is entitled to repudiate the contract or claim damages. If damages are claimed, a lump sum amount of at least 15% of the contract sum (without added value tax) can be claimed. The ordering party has the right to demonstrate that the actual damage is smaller than the lump sum amount.

§ 3 Drawings and documents

Technical documents and drawings provided to customers which could be used for the production of the delivery item or individual parts thereof remain the exclusive property of mabu-pressen GmbH. They must not be used, copied, reproduced or disclosed to third parties without the written permission of mabu-pressen GmbH. They can only become the property of the customer on the basis of written agreement.

Technical documents provided by customers to mabu-pressen GmbH which could be used for the production of the delivery item or individual parts thereof remain the exclusive property of the customer. They must not be used, copied, reproduced or disclosed to third parties without the written permission of the customer.

If required by the customer, mabu-pressen GmbH will provide the customer free of charge with directions which enable the customer to erect, put into operation and use the delivery item and to maintain all parts (including running repairs). mabu-pressen GmbH can require that this information is confidentially handled.

§ 4 Prices

Prices refer to EUROS and are net prices. Other currencies must be confirmed in writing by mabu-pressen GmbH. Unless otherwise agreed in writing, all prices are ex works or ex warehouse without packing, carriage, freight and other expenses.
If invoicing in foreign currency has been agreed, mabu-pressen GmbH reserve the right to make an additional charge in case of fluctuation of market rates during the time between presentation of invoice and receipt of payment.

Prices are based on cost factors applicable at the time of submission of the quotation. Cost factors notified or known to the customer constitute a basis of transaction within the meaning of the act. This applies in particular to imported goods or items manufactured abroad and/or for those transactions based on foreign currencies which are thus subject to fluctuation of market rates. mabu-pressen GmbH reserves the right to make an additional charge in case of changes of cost factors before delivery, which must be justified by quantified data. If the delivery occurs as agreed at least four months after despatching our confirmation of order and materials and wages and overhead costs have increased, mabu-pressen GmbH are entitled to adjust their prices.

mabu-pressen GmbH are not bound by details contained in mabu-pressen GmbH quotations or confirmation of orders which are clearly based on mistakes, namely typing or arithmetical error; on the contrary, the clearly intended statement applies.

§ 5 Warranty, guarantee and liability

Notification of defects which are not contained in an acceptance certificate signed by both parties will only be taken into consideration if they are reported to mabu-pressen GmbH in writing within 14 days of receipt of the goods. The time-limit is kept if the notice is despatched on time. Quality control agreements between the parties do not release the customer from his obligation to carry out inspection of incoming shipments and reporting defects on time.

The warranty period for all deliveries and performances of mabu-pressen GmbH  is 12 months. Wear parts are excluded from warranty. In the case of machines, single shift working and a maximum operating time of 1,600 operating hours is assumed. The customer must prove that the defect was present at the passing of risk and ascertained and notified in due time. The inspection is carried out at intervals of maximum 12 months or when the maximum operating time figure of 1,600 hours has been reached in each case. The customer is obligated to inform mabu and agree an inspection date without delay before the operating time figure (1,600 hours) has been reached. If the customer does not fulfil this obligation, they endanger the production safety of the installation. The respective inspection dates are to be agreed between mabu and the customer.

If operating or maintenance instructions have not been followed or changes made to the products or parts replaced or unsuitable material used, in case of dispute the customer must prove in addition that none of these factors had led to the defect.
In case of justified claims arising from notification of defect mabu-pressen GmbH will at their option rework, repair or replace the goods free of charge. Replaced parts become the property of mabu-pressen GmbH.

In case of breach of duty caused by slight negligence on the part of mabu-pressen GmbH and in case of minor defects leading to a decline in value of not more than 5% without impairment of function, withdrawal from contract and substitute delivery are excluded.

Through replacement, repair or rework, all claims for delivery free from defects are indemnified, with the reservation that other agreement may be reached in an individual case. If the first attempt at correction of defects or delivery of replacement parts is unsuccessful, mabu-pressen GmbH is entitled to make a second attempt within 30 days of receipt of notification of defect or within a longer time period set by the customer. If the customer sets a time limit for the correction of defects which must not be less than 30 days, he must declare within two weeks whether he wants to withdraw from the contract or continues to insist on fulfilment. If the customer fails to make the declaration on time, his claim to fulfilment expires. If he withdraws from the contract, he cannot also claim damages on account of a redhibitory defect.
If the customer chooses compensation for damages on account of failed correction of defects, the goods remain with the customer, if this is reasonable for him. The compensation for damages is limited to the difference between the purchase price and the value of the defective item, unless mabu-pressen GmbH has maliciously infringed the contract.

Compensation for damages is excluded unless the damage is caused by deliberate or grossly negligent behaviour of mabu-pressen GmbH or their agents or involves personal injury or damage which is based on a violation of a main contractual obligation

Limitation of liability clause
Liability of mabu-pressen GmbH for indirect damages or consequential losses, in particular regarding breakdowns or loss of production, loss of interest or loss of profit is for all breaches of duty of any kind whatsoever excluded, unless mabu –pressen GmbH has acted with intent.

In case of non-intentional and not grossly negligent violations of a main contractual obligation, mabu-pressen GmbH is only liable for personal injury and for typical foreseeable contract damage to property, in the latter case up to a maximum of twice the invoice value of the duly performed delivery.

The contract parties are only entitled to set off claims which are undisputed or legally effective. Correction of faults can be refused if the customer has not performed a substantial contractual obligation which he is required to make in advance or if he is not able to pay after correction of faults. The latter will be assumed subject to rebuttal if the customer is in arrears of 5,000 EUROS with his payments in respect of the same or another transaction between the parties in spite of at least two written dunning notices.

Guarantees which exceed the statutory warranty are only valid in the written form. This applies also to the warranty of qualities.
All claims for compensation for damages of a contractual nature become time barred within 12 months unless subject to shorter agreed or longer mandatory statutory time limitations.

§ 6 Quality assurance and documentation

Quality assurance regulations and provisions of the customer are only binding on mabu-pressen GmbH following written confirmation.

mabu-pressen GmbH only has an obligation to provide documentation in respect of the delivery items for which this has been agreed in writing.

Customers are not entitled to view the production process or the manufacturing and test documents including those connected with QA audits without the previous consent of mabu-pressen GmbH.

The costs of specially required check plans, test instructions and test reports will be charged to the customer and will be reimbursed after the turnover target for the year has been reached. The reimbursement is payable as soon as the achievement of the target has been mutually confirmed.

§ 7 Payments

Invoices must be paid net subject to expressly quoted cash discount within 30 days of invoice date. Cheques will be credited subject to their encashment. Payment by bill of exchange must be agreed in writing in advance in each case. Discount charges for bills of exchange must be paid exclusively by the drawee.

Unless specifically agreed, payment must be made as follows to the account of mabu-pressen GmbH: one third on receipt of confirmation of order, one third on notification of readiness for shipment and one third on delivery.

If the period for payment is exceeded by more than 30 days, mabu-pressen GmbH is entitled to slow down, interrupt or completely suspend the fulfilment of other orders including service orders, to charge statutory interest on arrears or to withdraw from the contract. In the latter case the customer carries the costs accrued up to the time of withdrawal from the contract with deductions for expenses saved.

If mabu-pressen GmbH learns of circumstances which throw doubt on the credit worthiness of the customer, in particular if a cheque of the customer cannot be redeemed or if the customer suspends payments, mabu-pressen GmbH is entitled to declare the remaining debt as due and payable, even if cheques have been accepted. In this case, mabu-pressen GmbH is additionally entitled to demand payments in advance or provision of security.

If the customer suspends payments completely or if insolvency proceedings concerning his assets are instituted or if judicial or non-judicial composition proceedings are applied for, mabu-pressen GmbH is entitled to withdraw from the part of the contract not yet performed.

§ 8 Reservation of ownership

mabu-pressen GmbH retains the title to ownership of the delivered goods until all demands arising from the business relationship have been discharged.

The customer is only entitled to dispose of the goods delivered by mabu-pressen GmbH under ordinary business operations provided that he discharges all his obligations under the business relationship. However, he is not permitted to pledge or transfer ownership of the reserved goods. The customer is obligated to safeguard our rights in case of credit resale of the reserved goods.

If the customer is in arrears with his payments, mabu-pressen GmbH is entitled after the expiry of a period of grace and without withdrawal from the contract to demand the recovery of the reserved goods at customer´s own cost.

All claims and rights arising out of the sale or other commercial use of the reserved goods are hereby assigned to mabu-pressen GmbH as security. This assignment is herewith accepted by mabu-pressen GmbH.

Any working or processing of the reserved goods is always carried out by the customer for mabu-pressen GmbH. If the reserved goods are processed with or inseparably connected with other items that do not belong to mabu-pressen GmbH, mabu-pressen GmbH acquires joint ownership of the new item in the proportion of the invoiced value of the reserved goods to the other processed or connected items at the time of the processing or connection.
If goods of mabu-pressen GmbH are connected to other movable items to become a single item and if the other item is considered to be the main item, the customer of mabu-pressen GmbH transfers joint ownership of this proportionally to mabu-pressen GmbH insofar that the main item belongs to the customer. The customer holds the ownership or joint ownership in safe custody for mabu-pressen GmbH in accordance with the standards of a prudent businessman. The provisions for reserved goods apply equally to the item arising from processing or connection.

The customer must inform mabu-pressen GmbH without delay of compulsory execution measures of third parties against the reserved goods in which mabu-pressen GmbH has an assigned claim or other collateral security and provide mabu-pressen GmbH with the necessary documents for an intervention. This applies also to substantial impairment of rights of any kind.

mabu-pressen GmbH will release any security to which they are entitled in accordance with the above provisions in as far as the value of the claim for which security is to be provided is more than 20% of the goods delivered with reservation of ownership.

§ 9 Final provisions

The above and following provisions are the only current general terms and conditions of mabu-pressen GmbH in the EU internal market and the ECU area. With the issue of these conditions all previous conditions become invalid.

Place of performance for all payments and deliveries including FOB, CIF and prepaid carriage and duty deliveries is D-61440 Oberursel, unless otherwise specified in the confirmation of order.

All contracts and other legal relationships between mabu-pressen GmbH and their customers are subject to German law unless the laws of the country of the customer do not allow the agreement of application of foreign law. The UN law on sales is excluded.

The legal venue is agreed between the parties to be Frankfurt am Main unless in particular cases an agreement on legal venue is not permissible. mabu-pressen GmbH reserves the right to bring an action optionally at the legal venue of the customer.

All disputes about technical matters arising from this contract, in particular the characteristics or the condition of the delivered items will be definitely decided by a relevant technical expert recommended by the Chamber of Industry and Commerce Frankfurt am Main. The arbitration award must also regulate the bearing of costs. Otherwise, the ordinary courts have jurisdiction.

Issue: 17.06.2015