General conditions of sale and delivery
MELLER International GmbH, Elf Stücken 25, 49324 Melle
1. Offer and scope of supply
(1) Offers are always non-binding. No order shall be deemed accepted unless it has been confirmed in writing by the supplier. The supplier's order confirmation in writing is authoritative for the scope of the delivery. Additions, alterations and additional agreements made by telephone or orally shall also require written confirmation to come into effect.
All agreements made by representatives, travelling salespeople also only become legally effective through our written confirmation. Our conditions of sale and delivery shall also apply to future transactions even if this is not specifically agreed upon in each case.
(2) Dimensions, weights and illustrations shall only be deemed approximate and non-binding for execution, unless expressly confirmed otherwise. The supplier reserves the right to change designs. The orderer accepts full responsibility for the documents to be supplied by them, such as illustrations, etc. Purchaser's conditions of purchase are hereby expressly rejected. Also, they are not binding to us, even if we do not object to them again upon conclusion of the contract.
(3) Unless they are part of the individual machines according to the respective brochure and included in their price, protective measures are only supplied when ordered expressly and are being charged to the orderer. When it comes to protective measures, purchasers and owners of agricultural machinery are obligated to strictly adhere to the regulations laid down by the relevant professional association. We reject any responsibility and liability resulting from the absence or inadequacy of protective measures.
(1) Terms and dates of delivery are considered only as approximately agreed, unless MELLER International GmbH has expressly and bindingly confirmed them in writing The delivery period shall commence on the date when the contract is signed or the written confirmation of the order is dispatched, but not before the orderer supplies all documents, permits, approvals they need to obtain and not before receipt of a down payment previously agreed upon. Delivery shall be postponed by a reasonable period of time if operational disturbances or any kind or vis major events such as strike, fire damage, delayed delivery of materials by contractors or production delays occur.
(2) Compliance with the delivery deadline is contingent upon the contracting partner fulfilling all contractual obligations.
(3) If the orderer suffers damages as a result of a delay, which are proven to have been caused by significant fault of MELLER International GmbH, then the orderer is entitled, under exclusion of additional claims, to demand compensation for damages; this compensation amounts to 0.5% for every full week of delay; yet at most 5% of the value of that part of MELLER International GmbH scope of supply that cannot be used in time or according to contract because of the delay. This limitation does not apply if the delay is a result of intention or gross negligence by MELLER International GmbH.
Deliveries are made ex-works Melle, not include packing, at the orderer's risk and expense. This shall also apply if freight-free delivery to receiving station has been agreed upon. Insurance will only be concluded at the orderer's expressed request and expense.
4. Set-up and installation
(1) The orderer has to bear the costs for and provide the following on time:
(a) all earth and construction work as well as other ancillary work to be carried out by other trades, including the qualified personnel and labour, building material and tools
(b) the required equipment and consumables necessary for installation and commissioning, such as scaffolding, lifting gear and other devices, combustion materials and lubricants
(c) energy and water at the point of use, including connections, heating and lighting,
(d) sufficiently large, suitable, dry and lockable rooms at the place of installation to store machine components, apparatus, materials and tools, etc., and suitable work and staff rooms for the installation personnel, including sanitary facilities according to the circumstances; furthermore, the orderer has to take the same measures on the building site for the protection of the assets of the supplier and their installation personnel, that he would take for the protection of his own assets.
(e) protective clothing and protection devices required at the installation site due to special circumstances.
(2) Prior to the commencement of assembly work, the orderer shall provide the necessary information regarding the position of concealed electric, gas and water lines or similar systems, as well as the required information on statics without being asked.
(3) Prior to the commencement of set-up or installation, the required supplies and objects required for starting work have to be made available at the set-up or installation site, and all preparatory work must have advanced prior to installation to a point that set-up and installation can commence as contractually agreed and without interruption. Access paths and the set-up or installation site must be level and cleared.
(4) If assembly, installation or commissioning are delayed by circumstances not attributable to the supplier, the orderer has to bear, to a reasonable degree, the costs for waiting time and additionally required travels of the supplier or their installation personnel.
(5) On a weekly basis, the orderer has to promptly prove the working time of the installation personnel as well as the completion of assembly, installation or commissioning immediately.
(6) If the supplier asks for the acceptance of the supply after production is completed, the orderer has to proceed with this acceptance within a period of two weeks. Otherwise, the acceptance is deemed to have been successfully completed. The acceptance is also deemed as executed when the supplied items have been taken into use.
(1) In case of agreed set-up, the payment is due in full upon acceptance. In case the performance is accepted in parts, the payment agreed upon for every part is due upon acceptance of the corresponding part.
(2) All prices are subject to statutory value added tax.
(3) Unless otherwise specified, net payment shall be made without deduction of any kind to MELLER International GmbH paying office immediately upon delivery or supply, in case of set-up after acceptance and receipt or the invoice. Promises of discounts only apply under the condition that the orderer is not in arrears on any payment for earlier deliveries. The timeliness of the payments is determined by the date the amount is received by MELLER International GmbH. This also applies in case a discount has been promised.
(4) Set-off against possible counter-claims not legally binding or contested by MELLER International GmbH by the orderer is not permissible. The assertion of a right of retention for counter-claims that are contested or not confirmed as being legally valid is excluded, inasmuch as such claims are not based on the same contractual relationship.
(5) Bills of exchange are only accepted for payment by MELLER International GmbH and only under the condition that this has been separately agreed on and that the bills are discountable. The orderer/buyer shall always bear the costs for raise of discount. Crediting of bills of exchange and cheques is subject to irrevocable receipt of the face value and the value date shall be the day on which the supplier has the corresponding sum at their disposal. In the event of delayed payment, interest is calculated at 3% above the respective rate of discount of Deutsche Bundesbank.
(6) In case of default payment on the part of customer or other serious signs of threat to payment, MELLER International GmbH is entitled, with reservation of further claims, to demand immediate payments for executed deliveries and cash in advance or payment at delivery for future deliveries at our option. Optionally, MELLER International GmbH can demand payment of sufficient collateral.
(1) We shall be liable for defects to the delivery, which shall include the lack of expressly warranted
qualities, with the exclusion of further claims as follows: Should, within one year from the transfer of risk, any parts prove to be unusable or significantly impaired in respect of their usability by defects for which proof can be furnished that these defects occurred due to circumstances that have taken place before the transfer of risk, particularly due to faulty material or poor construction, then we shall, at our choice, rectify or replace such parts.
The guarantee will only be honoured if the purchaser fulfils the contractual obligations in good time, particularly the agreed obligation to make payment. Notice of the discovery of such defects after delivery shall be given without delay and in writing.
(2) The orderer, in coordination with the supplier, shall grant the required time and opportunity to the supplier to perform all repair and replacement deliveries deemed to be necessary.
(3) No liability will be accepted for supplied parts that are subject to premature wear and tear as a consequence of their material character or for damage as a consequence of usual wear, straining, damage, erroneous or negligent treatment.
The same shall apply to damages, storage and corrosion damage to materials stored outside of our premises.
(4) Our liability for corrective measures or replacement parts shall be limited to the date of expiry of the original delivery's warranty period.
Any liability shall expire in the event that rework, changes or maintenance work is executed without supplier's prior consent.
(5) Any further claims of the orderer, irrespective of the legal cause thereof,
in particular compensation claims for indirect or direct damages are excluded.
(6) Liability for claims for damages is limited to intention or gross negligence, including intention or gross negligence on the part of our representatives and assistants, in so far as they have not infringed material contractual obligations. This limitation of liability does not come into effect for damages to life, body and health.
(7) Warranty claims and/or compensation claims by the customer shall become time-barred within one year from dispatch of the goods, except in case of damages to life, body and health.
(8) Ongoing liability to compensation without consideration of the legal nature of the claims asserted is excluded; this especially applies to tort claims and claims to compensation of futile expenses in lieu of performance.
7. Reservation of proprietary rights
(1) The supplied merchandise shall remain the property of the supplier until the complete performance of all claims against the orderer, even if payments for specially named claims have been made.
This also includes accessory claims such as costs of packing, freight and transport as well as default interest for bills of payment and cheques until the day of their encashment. In the case of a current account, the reserved property shall apply for securing our balance claim.
(2) Adaptation or processing of the goods is deemed to be carried out in accordance with § 950 BGB without any obligation to us.
(3) If our goods are mixed or joined with other objects and our title to said goods thus lapses, it is herewith already agreed that the customer's title or joint title to the mixed asset or unified item shall pass to us and that the customer shall keep said asset or item safe on our behalf free of charge.
(4) The buyer may sell our property only in the course of customary business transactions and as long as they are not in default, but not pledge or transfer them as a security. Purchaser shall notify us in writing of seizures or other impairments by third parties without delay.
As long as there is an open balance claim, the purchaser is not entitled to include our property in instalment sale contracts that are not cleared through us.
(5) The purchaser is expressly obligated to transfer the reservation of property rights agreed upon with us to their onward purchasers in the same extent so that we hold the same rights we hold against the initial purchaser against the onward purchasers. We acquire these rights against every purchaser who receives merchandise delivered under reservation of property rights. Accounts receivable from every onward purchaser are deemed assigned to us without limitation.
(6) We grant the purchaser the revocable right to collect the claims assigned to us on their own behalf for the seller's account. This authorization to collect can be revoked at any time should the purchaser fail to fulfil their payment obligations.
(7) Neither shall the orderer be entitled to sell these receivables to a factor for collection purposes unless an obligation is simultaneously imposed on the factor to effect payment of consideration equal to the amount of the receivables directly to the supplier pending settlement of all accounts receivable by us from the orderer.
(8) Payments made for the purpose of sale are deemed collected for us in trust and are to be passed on to us. Our rights only expire once our claim against the initial purchaser from the current account relationship has been settled in full.
(9) The purchaser acknowledges that all fitments, regardless of their assembly type, are not regarded as being connected to the building or property and can therefore be removed by the supplier in case the purchaser fails to pay. The purchaser is obligated to insure the items bought on the basis of an instalment contract against fire, theft and water damage at replacement value and to transmit the insurance certificate together with the first instalment, at the latest. In case the purchaser fails to transmit the certificate, the supplier has the right to take out an insurance for the merchandise purchased under reservation of property rights at the purchaser's expense that covers fire, theft and water damage.
(1) The items are deemed accepted if no legitimate written complaint is received by the supplier within 14 days from the date of completion of installation. In case work is continued using the items after the complaint was issued, it will be deemed as unconditional acceptance.
(2) Complaints do not entitle the purchaser to withdraw from the contract. During commissioning and further use of the supplied machinery / plants, the purchaser must adhere to the supplier's instructions / operating manual in order to prevent malfunction and damages. Should the manual not be available, the purchaser must request it.
(1) The place of performance and jurisdiction for deliveries and payments (including actions due to cheques and bills of exchange) and all disputes arising between us and the purchaser based on the purchase contracts concluded between us and the purchaser shall be our registered office. However, we are also entitled to suing the buyer at their residential or business domicile.
(2) The relations between the contractual parties will be regulated exclusively in accordance with the laws applying in the Federal Republic of Germany. The application of the uniform law governing the international purchase of movable objects and the law governing the conclusion of international purchase contracts for movable objects is excluded.